UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of
Report (Date of earliest event reported) August 1,
2017
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Cross Country Healthcare, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-33169
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13-4066229
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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5201 Congress Avenue, Suite 100B, Boca Raton, FL 33487
(Address
of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions :
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for
complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 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 pursuant
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 2.02 Results of Operations and
Financial Condition
(a) On
August 2, 2017, Cross Country Healthcare, Inc. (“the
Company”) issued a press release announcing results for the
quarter ended June 30, 2017, a copy of which is attached
as Exhibit 99.1 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 7.01 Regulation FD
Disclosure
Incorporated
by reference is a press release issued by the Company on
August 2, 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 9.01 Financial Statements and
Exhibits
(d)
Exhibits
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Exhibit
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Description
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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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Press Release issued by the Company on August 2, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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CROSS COUNTRY HEALTHCARE, INC.
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By:
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/s/ William J. Burns
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William J. Burns
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Dated:
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August 2, 2017
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EVP & Chief Financial Officer
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