Cross Country Healthcare acquired by Knox Lane: fairness opinion by BofA Securities
Announced May 6, 2026 · One-step merger · All cash ·
DEFM14A filed June 15, 2026
Enterprise value
$437M
EV / LTM EBITDA
16.3x
EBITDA $26.8M · 3% margin
EV / LTM revenue
0.41x
revenue $1.1B
DCF discount rate
9.0%–11.0%
Perpetuity growth
Deal terms
ConsiderationAll cash
Price per share$13.25
Premium—
Premium basisMay 5, 2026 closing price of $10.67 (day prior to last trading day before announcement)
StructureOne-step merger
Termination fee$14.2M
Reverse termination fee$14.2M
Go-shopNone
Outside date—
FilingDEFM14A · EDGAR index
Implied value per share by method vs. $13.25 offer
Selected companies — EV / CY2026E Adjusted EBITDA $8.35 – $11.15
Precedent transactions — EV / LTM EBITDA applied to Q1 2026A run-rate Adjusted EBITDA $7.40 – $8.60
Precedent transactions — EV / LTM EBITDA applied to Q1 2026A LTM Adjusted EBITDA $9.25 – $10.90
Discounted cash flow $11.55 – $16.30
Wall Street Analysts' Price Targets (informational) $9.09 – $13.64
Premia Calculations - 1-day premium (informational) $13.35 – $17.60
Premia Calculations - 30-Day VWAP premium (informational) $12.15 – $15.15
Trading Since Termination of Prior Transaction (informational) $7.53 – $10.67
Sponsor Ability to Pay (illustrative LBO) $8.80 – $12.70
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of BofA Securities to the target board
Delivered May 6, 2026 · Fee $6.1M ($4.1M contingent on closing), $2.0M on delivery of the opinion
Discounted cash flow assumptions
Discount rate9.0%–11.0%
BasisEstimate of Cross Country's weighted average cost of capital derived using the capital asset pricing model
Terminal valuePerpetuity growth
Perpetuity growth3.0%–4.0%
Exit multiple—
Projection periodJuly 1, 2026 through December 31, 2030
Projections usedCross Country Forecasts (management projections)
Implied value per share$11.55–$16.30
Unlevered free cash flows and terminal values discounted to June 30, 2026 using mid-year convention; net cash added and divided by fully diluted shares at closing.
Selected public companies (1)
AMN Healthcare Services, Inc. (AMN)
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / CY2026E Adjusted EBITDA | 6.5x | 6.5x | 6.5x | 4.8x–7.5x | $8.35–$11.15 |
| EV / NTM Adjusted EBITDA - AMN (May 5, 2026) | 6.5x | 6.5x | 6.5x | — | — |
| EV / NTM Adjusted EBITDA - AMN historical averages (10-yr pre-Aya 10.4x; 5-yr pre-COVID 10.4x; 5-yr pre-Aya 10.4x; COVID period 12.6x; COVID to pre-Aya 10.3x; 3-yr pre-Aya 8.8x; 1-yr pre-Aya 9.8x; since Aya termination 6.8x) | 6.5x | — | 12.6x | — | — |
| EV / NTM Adjusted EBITDA - Cross Country historical averages (10-yr pre-Aya 10.6x; 5-yr pre-COVID 12.0x; 5-yr pre-Aya 9.3x; COVID period 12.7x; COVID to pre-Aya 9.0x; 3-yr pre-Aya 6.6x; 1-yr pre-Aya 7.9x; since Aya termination 7.1x; May 5, 2026 9.2x) | 6.6x | — | 12.7x | — | — |
Selected precedent transactions (10)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2024-07-29 | Soliant Health, Inc. | The Vistria Group, LP | — |
| 2021-08-30 | Medical Solutions L.L.C. | Centerbridge Partners, L.P. / Caisse de Dépôt et Placement du Québec | — |
| 2021-07-01 | Oxford Global Resources, LLC | H.I.G. Capital, LLC | — |
| 2019-11-05 | Soliant Health, Inc. | Olympus Partners, L.P. | — |
| 2019-04-30 | Advanced Medical Personnel Services, Inc. | AMN | — |
| 2018-04-09 | MedPartners HIM, LLC | AMN | — |
| 2018-02-09 | Professional Placement Resources, LLC | Medical Solutions L.L.C. | — |
| 2017-05-08 | Medical Solutions L.L.C. | TPG Growth LLC | — |
| 2015-11-17 | B. E. Smith, Inc. | AMN | — |
| 2010-07-28 | Nursefinders, Inc. | AMN | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM EBITDA applied to Q1 2026A run-rate Adjusted EBITDA | 8.9x | 11.0x | 11.5x | 9.0x–11.5x | $7.40–$8.60 |
| EV / LTM EBITDA applied to Q1 2026A LTM Adjusted EBITDA | 8.9x | 11.0x | 11.5x | 9.0x–11.5x | $9.25–$10.90 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Wall Street Analysts' Price Targets (informational) | Publicly available equity research analyst price targets, discounted by one year at Cross Country's estimated mid-point cost of equity of 10.0% derived using CAPM. | $9.09–$13.64 |
| Premia Calculations - 1-day premium (informational) | All-cash acquisitions of U.S. public targets announced since January 1, 2015 with enterprise value between $500 million and $1 billion; applied illustrative premia range of 25.0% to 65.0% to the May 5, 2026 closing price of $10.67. | $13.35–$17.60 |
| Premia Calculations - 30-Day VWAP premium (informational) | Applied illustrative premia reference range of 23.0% to 53.0% to the 30-day VWAP of $9.90. | $12.15–$15.15 |
| Trading Since Termination of Prior Transaction (informational) | Trading range of Cross Country common stock from December 4, 2025 to May 5, 2026 was $7.53 to $10.67 per share. | $7.53–$10.67 |
| Sponsor Ability to Pay (illustrative LBO) | Assumed target IRR of 20% to 25%, entry leverage multiple of 2.0x, and exit multiples of 4.5x to 7.5x applied to estimated adjusted EBITDA based on the Cross Country Forecasts. | $8.80–$12.70 |
Aggregate fee of approximately $6.12 million, $2 million payable upon delivery of the opinion and the remainder contingent upon consummation of the merger. BofA and affiliates derived approximately $5.50 million of revenues from Cross Country for corporate/investment banking services from April 1, 2024 through March 31, 2026; as of April 28, 2026 owned CCRN shares with market value of approximately $5 million (less than 2% of outstanding).
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Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | CAGR |
|---|---|---|---|---|---|
| Revenue | $1.1B | $1.2B | $1.2B | $1.2B | 3.3% |
| Revenue growth | 6.3% | 3.0% | 3.6% | 3.3% | |
| EBITDA | $54.0M | $60.0M | $66.0M | $71.0M | 9.6% |
| EBITDA growth | 101.5% | 11.1% | 10.0% | 7.6% | |
| EBITDA margin | 5% | 5% | 6% | 6% | |
| Implied EV / EBITDA | 8.1x | 7.3x | 6.6x | 6.2x |
Year-1 growth is against LTM at announcement ($1.1B revenue, $26.8M EBITDA); later years are year over year.
Cross Country management prepared standalone unaudited financial projections (including the Locums business) covering H2 2026E through calendar 2030, approved by the board for BofA Securities' use. Total revenue of $552 million in H2 2026E rising to $1,120 million in 2027E and $1,235 million in 2030E; Adjusted EBITDA of $24 million in H2 2026E growing to $71 million in 2030E (SBC-burdened Adjusted EBITDA of $20 million to $61 million). Unlevered free cash flow was $(6) million in H2 2026E rising to $26 million in 2030E.
Process notes
Single financial advisor (BofA Securities) delivering opinion to the full Cross Country board; no special committee. Selected publicly traded companies analysis used only one comparable, AMN Healthcare Services. The filing repeatedly references a prior terminated transaction with Aya Healthcare (announced December 2, 2024, terminated December 4, 2025) as a market reference point. Maximum aggregate liability of Parent/Merger Sub and equity financing sources under the limited guaranty is $437,325,380; Parent also pays up to $1,000,000 of enforcement costs if it owes the reverse termination fee. Target and reverse termination fees are both $14,213,075. No go-shop period.
Other Outsourced Services fairness opinions
- Bowhead Specialty / American Family Mutual Insurance 2026 · 15.2x EV/EBITDA
- Premier / Patient Square Capital 2025 · 10.9x EV/EBITDA
- ProAssurance / The Doctors 2025 · 12.4x EV/EBITDA
- R1 RCM / TowerBrook and CD&R 2024 · 13.6x EV/EBITDA
- Stericycle / Waste Management 2024 · 15.1x EV/EBITDA
- Cross Country Healthcare / Aya Healthcare 2024 · 12.1x EV/EBITDA
All Outsourced Services opinions → · BofA Securities opinions