Cross Country Healthcare, Inc. (NASDAQ:CCRN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Amendment and Restatement of Senior Credit Facility
On August 1, 2017, the Company entered into an Amendment and Restatement of its Credit Agreement dated June 22, 2016 among the Company, substantially all of its wholly-owned subsidiaries, the lender parties thereto and SunTrust Bank, as administrative agent, swingline lender and an issuing bank (Amended and Restated Credit Agreement), to refinance and increase the current aggregate committed size of the facility to $215 million, including a term loan of $100 million (Amended Term Loan) and a $115 million revolving credit facility (Amended Revolving Credit Facility).
The proceeds of $106.5 million from this refinancing, included $6.5 million under the new revolving credit facility and were used to repay borrowings under the Company’s previously existing credit facilities, as well as to pay related interest, fees and expenses of the transaction.
In addition to increasing the size of the facilities, the maturity date was extended to July 31, 2022, and the Consolidated Total Leverage Ratio covenant, as defined therein, was amended to be no greater than 3.50:1.00 for the fiscal quarters ended September 30, 2017 through September 30, 2018, 3.25:1.00 for the fiscal quarters ended December 31, 2018 through September 30, 2019, and 3.00:1.00 for each fiscal quarter ended thereafter, and as adjusted to a Qualified Permitted Acquisition as defined therein. The Amended and Restated Credit Agreement also includes an accordion feature permitting the Company, subject to certain conditions, to increase the aggregate amount of the commitments under the Amended Revolving Credit Facility or establish one or more additional term loans in an aggregate amount not to exceed $50.0 million with optional additional commitments from existing lenders or new commitments from additional lenders. Other terms and pricing are substantially similar to the prior Credit Agreement. The Applicable Margin through September 30, 2017 remains at 2.25% for Eurodollar Loans and LIBOR Index Rate Loans and 1.25% for Base Rate Loans.
Borrowings under the Amended Term Loan are payable in quarterly installments, commencing September 30, 2017, in an aggregate annual amount equal to 5% for the first four installments, 7.5% for the next eight installments, and 10% for the remaining installments; provided that, to the extent not previously paid, the aggregate unpaid principal balance would be due and payable on the maturity date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement as filed as Exhibit 10.1 to this Form 8-K.
Section 2 – Financial Information
Item 2.02Results of Operations and Financial Condition
(a)On August2, 2017, Cross Country Healthcare, Inc. (“the Company”) issued a press release announcing results for the quarter ended June30, 2017,a copy of which is attached as Exhibit99.1 to this Current Report on Form 8-K. This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into 2.03 by reference.
Section 7 – Regulation FD
Item 7.01Regulation FD Disclosure
Incorporated by reference is a press release issued by the Company on August2, 2017, which is attached hereto as Exhibit 99.1.This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
Section 9 – Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
Description |
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10.1 |
Amended and Restated Credit Agreement dated August 1, 2017 to Credit Agreement, by and among Cross Country Healthcare, Inc., as borrower, certain of its domestic subsidiaries as guarantors, the Lenders referenced therein, SunTrust Bank, as Administrative Agent, Swingline Lender and an issuing bank; BMO Harris Bank, N.A. as Syndication Agent; and Bank United N.A. and Fifth Third Bank as Co-Documentation Agents |
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99.1 |
Press Release issued by the Company on August 2, 2017 |
CROSS COUNTRY HEALTHCARE INC ExhibitEX-10.1 2 ccrn_ex101.htm AMENDED AND RESTATED CREDIT AGREEMENT Blueprint Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 1,…To view the full exhibit click here
About Cross Country Healthcare, Inc. (NASDAQ:CCRN)
Cross Country Healthcare, Inc. (CCRN) is engaged in providing healthcare recruiting, staffing and workforce solutions. The Company operates in three segments: Nurse and Allied Staffing, Physician Staffing and Other Human Capital Management Services. Its nurse and allied staffing segment is engaged in providing traditional staffing, including temporary and permanent placement of travel nurses and allied professionals, and branch-based local nurses and allied staffing through its Cross Country Staffing brand, MSN, AHG, Mediscan and DirectEd brands. Its Physician Staffing segment is engaged in providing physicians in various specialties, certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs) and physician assistants (PAs) under its Medical Doctor Associates (MDA) brand across the United States at various healthcare facilities. Its Other Human Capital Management Services segment is engaged in providing retained and contingent search services.
