CCRN

CCRN Growing Internal Confidence

Cross Country Healthcare’s September 3 filing reflects growing internal confidence that the deal is on track, and although the US Federal Trade Commission retains authority to intervene, a source familiar with the matter noted that the disclosure indicates the review has progressed to a stage where a challenge appears doubtful.

According to an antitrust attorney closely monitoring the situation, “To make a public filing now — late in the third quarter — stating that you intend to close your deal in the fourth quarter while knowing you are going to be challenged is misleading and a risky disclosure.” 

Cross Country’s disclosure underscores management’s confidence that the Aya merger will close in the fourth quarter, a second attorney agreed.

“The tone of the disclosure signals optimism that the merger has advanced past its most challenging phase,” the second attorney added. “Substantial compliance with a Second Request is often one of the toughest milestones in antitrust review. While the FTC retains authority to sue to block a deal at any time, the disclosure suggests the companies and regulators have reached a point where an outright challenge looks increasingly unlikely.”

Recent healthcare and staffing mergers show that closing with conditions is more common than closing without them, the first attorney said. Consent decrees — settlements that may require divestitures or behavioral commitments — are typical outcomes. Such remedies can delay transactions, but they rarely derail them altogether.

“I would be surprised if this gets challenged in the same way as Juniper/HPE — meaning at the Federal Trade Commission parties may be challenged but then simultaneously cleared with a consent decree, the attorney said.”

Deposition activity during the review, including a seven-hour session as CTFN reported, suggests regulators examined regional competition questions closely, the first attorney continued. 

Such activity often reflects thorough diligence rather than preparation for litigation, the first source said. In this case, negotiated commitments appear to have sufficiently resolved concerns to allow the process to advance.

The first attorney said people will want to compare the deal with the recently settled Amedisys/UnitedHealthcare transaction but cautioned that the parallels do not hold.

“These are two very different deals, involving very different markets and agencies,” the attorney said. “The UnitedHealthcare deal was a prime target for them – [assistant attorney general] Jonathan Kanter at the Department of Justice. It’s apples to oranges.”

Cross Country said in its 8-K filing that it certified substantial compliance with the FTC’s second request as of August 29. 

That certification triggered the statutory 30-day HSR waiting period — meaning the deal could technically become eligible to close in the third quarter if no further FTC action is taken.

Even so, the company guided investors toward a fourth-quarter closing: “Subject to the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory approvals, the merger is expected to close in the fourth quarter of 2025.”

Remaining approvals and closing conditions — such as state-level licensings and potential behavioral remedies common in healthcare deals — are widely seen as procedural steps rather than fundamental obstacles, the second attorney and the third source said.

“Cross Country and Aya are positioning for a [fourth-quarter] close,” an industry source said. “We will see if it actually gets there.”

Cross Country declined to comment and Aya did not respond to requests for comment. The FTC declined to comment.