UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2023
CANO HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39289 | 98-1524224 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9725 NW 117th Avenue, Miami, Florida | 33178 | |
(Address of principal executive offices) | (Zip Code) |
(855) 226-6633
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each Class | Trading | Name of each exchange on which registered | ||
Class A common stock, $0.0001 par value per share | CANO | The New York Stock Exchange | ||
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | CANO WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On August 10, 2023, Cano Health, Inc. (the “Company”), through its wholly owned operating subsidiary, Cano Health, LLC (the “Borrower”), entered into an amendment (the “Amendment”) to its Credit Agreement, dated as of February 24, 2023 (the “Side-Car Credit Agreement”), with certain lenders and JPMorgan Chase Bank, N.A., as administrative agent.
The Amendment provides that the Company will not be required to test compliance with the Side-Car Credit Agreement’s financial maintenance covenant until the fiscal quarter ending September 30, 2024. The Amendment also provides, among other modifications to the Side-Car Credit Agreement, that: (i) the Company will formally launch, announce and pursue a comprehensive process in an effort to yield one or more offers for a sale of all or substantially all of the assets or businesses of, or direct or indirect equity interests in, the Borrower and its subsidiaries with a purchase price that includes cash proceeds sufficient to pay the obligations under the Side-Car Credit Agreement, and will use its commercially reasonable efforts to promptly close such a transaction, (ii) the interest rate for the term loan under the Side-Car Credit Agreement will be increased to 16% during the payment-in-kind period ending on February 24, 2025, (iii) a premium payment of 5% of the outstanding principal amount of such term loan will be paid in kind by capitalizing such payment to the principal amount of such term loan, (iv) the applicable prepayment premium will be required in connection with any voluntary or mandatory prepayment or repayment of such term loan and (v) the lenders will have participation rights in certain new debt financings incurred by the Borrower or any of its subsidiaries.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | First Amendment to Credit Agreement, dated as of August 10, 2023, by and among the Borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as collateral agent and as administrative agent. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CANO HEALTH, INC. | ||||||
Date: August 10, 2023 | By: | /s/ Brian D. Koppy | ||||
Name: | Brian D. Koppy | |||||
Title: | Chief Financial Officer |