Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Cross Country Healthcare, Inc. (Name of Issuer) |
Common Stock, par value $.0001 (Title of Class of Securities) |
227483104 (CUSIP Number) |
David J. Snyderman Magnetar Capital LLC, 1603 Orrington Ave. Evanston, IL, 60201 847-905-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/13/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 227483104 |
| 1 |
Name of reporting person
Magnetar Financial LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946,934.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 227483104 |
| 1 |
Name of reporting person
Magnetar Capital Partners LP | |||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| |||||||
| 3 | SEC use only | |||||||
| 4 |
Source of funds (See Instructions)
OO | |||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||||
| 6 | Citizenship or place of organization
DELAWARE
| |||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | < td width="92%" class="tableClass">
| 7 | Sole Voting Power
0.00 |
| 8 | Shared Voting Power
1,946,934.00 |
| 9 | Sole Dispositive Power
0.00 |
| 10 | Shared Dispositive Power
1,946,934.00 |
1,946,934.00
6.03 %
HC, OO
SCHEDULE 13D
|
| CUSIP No. | 227483104 |
| 1 |
Name of reporting person
Supernova Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946,934.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 227483104 |
| 1 |
Name of reporting person
David J. Snyderman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946,934.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $.0001 |
| (b) | Name of Issuer:
Cross Country Healthcare, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6551 Park of Commerce Blvd NW, Boca Raton,
FLORIDA
, 33487. |
| Item 2. | Identity and Background |
| (a) | The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and David J. Snyderman ("Mr. Snyderman") (collectively, the "Reporting Persons").This Statement relates to Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd ("PRA Master Fund"); (ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, ("Systematic Master Fund"); (iii) Magnetar Relative Value Master Fund Ltd, ("Relative Value Master Fund"); all Cayman Islands exempted companies and (iv) one Managed Account for the client of Magnetar Asset Management LLC ("the Managed Account"), collectively (the "Funds").Magnetar Financial is a Securities and Exchange Commission ("SEC") registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.Magnetar Asset Management LLC ("Magnetar Asset Management") is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management. |
| (b) | The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
| (c) | Each of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws |
| (f) | Magnetar Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate amount of funds used by the Reporting Persons in purchasing the 1,946,934Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $35,174,762.22 (excluding commissions and other execution-related costs). | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the 1,946,934 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D. | |
| I tem 5. | Interest in Securities of the Issuer |
| (a) | The Company reported in their Form 8-K Report filed December 4, 2024, that 32,227,395 shares were outstanding as of December 3, 2024.As of the close of business December 18, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,946,934 Shares, which consisted of (i) 1,208,658 Shares held for the benefit of PRA Master Fund and (ii) 515,954 Shares held for the benefit of Systematic Master Fund, and (iii) 114,935 Shares held for the benefit of Relative Value Master Fund, and (iv) 107,387 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 6.03% of the Shares. |
| (b) | As of the close of business December 18, 2024, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 1,946,934 Shares, which consisted of (i) 1,208,658 Shares held for the benefit of PRA Master Fund, (ii) 515,954 Shares held for the benefit of Systematic Master Fund, (iii) 114,935 Shares held for the benefit of Relative Value Master Fund, and (iv) 107,387 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 6.03% of the Shares. |
| (c) | Except as set forth on Schedule A and B attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A and B attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A and B were effected in open market transactions on the NASDAQ and various other trading markets.As disclosed by the Company in the Preliminary Proxy Statement with the SEC on December 4, 2024:Merger AgreementAgreement and Plan of MergerOn December 3, 2024, Cross Country Healthcare, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Aya Holdings II Inc., a Delaware corporation ("Parent"), Spark Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of Section 11.14 thereto, Aya Healthcare, Inc. ("Aya"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent (the "Surviving Corporation"). Capitalized terms used but not defined herein shall the meanings given to them in the Merger Agreement. |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons. |
| (e) | December 13, 2024 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Schedule A and B99.2 Joint Filing Agreement, dated as of December 20, 2024, among the Reporting Persons99.3 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on December 20, 2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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