On January 26, 2020, AMN Healthcare, Inc., a Nevada corporation (the “Company”), and a wholly owned subsidiary of AMN Healthcare Services, Inc., a Delaware corporation (“AMN”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Stratus Video 2016 Group, LLC, a Delaware limited liability company (the “Stockholder”), and Stratus Video Holding Company, a Delaware corporation (“Stratus Video”).

Under the terms of the Purchase Agreement, the Company has agreed to acquire (the “Acquisition”) all of the issued and outstanding shares of capital stock of Stratus Video from the Stockholder, who is the sole shareholder of Stratus Video, in exchange for $475,000,000 of cash consideration (the “Purchase Price”) at the closing of the Acquisition. A representations and warranties insurance policy has been procured to secure the indemnification obligations of Stockholder pursuant to the Purchase Agreement.

The closing of the Acquisition is contingent upon satisfaction of certain customary conditions by the parties and approval by regulatory authorities. AMN anticipates that the Acquisition will close in February 2020, and upon its consummation, Stratus Video will become a wholly owned subsidiary of the Company.

On January 29, 2020, AMN issued a press release announcing the Purchase Agreement and that it will hold a conference call on January 30, 2020 to discuss the Acquisition. During this conference call, AMN will reaffirm its 2019 fourth quarter guidance provided in its press release announcing its 2019 third quarter financial results on October 31, 2019.