Enhabit, Inc.
6688 N. Central Expressway
Suite 1300
Dallas, Texas 75206
June 16, 2022
VIA EDGAR
Joshua Gorsky
Margaret Schwartz
Franklin Wyman
Mary Mast
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Enhabit, Inc.
Registration Statement on Form 10-12B
File No. 001-41406 |
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form 10-12B (File No. 001-41406) (as amended to date, the “Registration Statement”), filed by Enhabit, Inc. (the “Company”) with the U.S. Securities and Exchange Commission.
The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on June 17, 2022, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.
If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz, at (212) 403-1057. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Podolsky and that such effectiveness also be confirmed in writing.
U.S. Securities and Exchange Commission
June 16, 2022
Page 2
| | Sincerely, |
| | Enhabit, Inc. |
| | /s/ Barbara A. Jacobsmeyer |
| | Name: | Barbara A. Jacobsmeyer |
| | Title: | President and Chief Executive
Officer |
Executive Vice President, General Counsel and Corporate Secretary, Encompass Health Corporation
Stephen Leasure
Deputy General Counsel, Encompass Health Corporation
Zachary S. Podolsky
Wachtell, Lipton, Rosen & Katz
Igor Kirman
Wachtell, Lipton, Rosen & Katz
