SCHEDULE 13D
0001352851
XXXXXXXX
LIVE
Common Stock, par value $.0001
12/13/2024
false
0001141103
227483104
Cross Country Healthcare, Inc.
6551 Park of Commerce Blvd NW
Boca Raton
FL
33487
David J. Snyderman
847-905-4400
Magnetar Capital LLC
1603 Orrington Ave.
Evanston
IL
60201
0001352851
N
Magnetar Financial LLC
b
OO
N
DE
0.00
1946934.00
0.00
1946934.00
1946934.00
N
6.03
IA
OO
0001353085
N
Magnetar Capital Partners LP
b
OO
N
DE
0.00
1946934.00
0.00
1946934.00
1946934.00
N
6.03
HC
OO
0001368026
N
Supernova Management LLC
b
OO
N
DE
0.00
1946934.00
0.00
1946934.00
1946934.00
N
6.03
HC
OO
0001953511
N
David J. Snyderman
b
OO
N
X1
0.00
1946934.00
0.00
1946934.00
1946934.00
N
6.03
IN
HC
Common Stock, par value $.0001
Cross Country Healthcare, Inc.
6551 Park of Commerce Blvd NW
Boca Raton
FL
33487
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.
The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
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.
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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
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.
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).
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.
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.
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.
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 Agreement
Agreement and Plan of Merger
On 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.
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.
December 13, 2024
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.
99.1 Schedule A and B
99.2 Joint Filing Agreement, dated as of December 20, 2024, among the Reporting Persons
99.3 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on December 20, 2024.
Magnetar Financial LLC
Magnetar Capital Partners LP
12/20/2024
Supernova Management LLC
12/20/2024
/s/ Hayley Stein
12/20/2024
Magnetar Capital Partners LP
Supernova Management LLC
12/20/2024
/s/ Hayley Stein
12/20/2024
Supernova Management LLC
/s/ Hayley Stein
12/20/2024
David J. Snyderman
/s/ Hayley Stein
12/20/2024