United States securities and exchange commission logo
February 22, 2021
Michael Racich
Chief Financial Officer
Jaws Acquisition Corp.
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139
Re: Jaws Acquisition
Corp.
Registration
Statement on Form S-4
Filed January 25,
2021
File No. 333-252414
Dear Mr. Racich:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Please revise the cover
page to:
disclose the
expected ownership percentages in the combined company of Jaws'
public
shareholders, the Sponsor, the Seller and the PIPE Investors if the business
combination is
approved and consummated;
quantify the
business combination consideration; and
to highlight to
dual class structure of the combined company.
Summary of the Proxy Statement/Prospectus, page 12
2. Please advise whether
you will be a controlled company under NYSE rules after the
business combination.
If so, please include appropriate disclosure in the Summary,
Michael Racich
FirstName LastNameMichael Racich
Jaws Acquisition Corp.
Comapany22,
February NameJaws
2021 Acquisition Corp.
February
Page 2 22, 2021 Page 2
FirstName LastName
provide risk factor disclosure of this status, and disclose the
corporate governance
exemptions available to a controlled company.
3. Please disclose the composition of the board of directors after
consummation of the
business combination in relation to members associated with each of
the pre-acquisition
entities.
4. Please disclose the combined voting power of the executive officers,
directors, and
persons holding more than five percent of your Class A and/or Class B
common stock
following the business combination.
Overview of PCIH, page 13
5. Please revise your disclosure in the Summary to balance your
discussion of PCIH's track
record and growth potential with disclosure regarding its history of
operating losses and
the competitive landscape in the industry. In this regard, we note
your statements that the
company is "uniquely positioned" to address stated healthcare
challenges and to serve
beneficiaries in underserved communities, but you have not explained
why this is the case.
In addition, you note the company's NPS score of 70 compared to the
average primary
care provider score of -1, but have not provided the average score of
direct competitors in
the value based case/capitated contracts sector.
6. We note your disclosure that you employ 168 providers, including
physicians, and have
affiliate relationships with 472 physicians as of September 30, 2020.
In light of your
disclosure in the Regulation section of the document, including
regulations prohibiting the
corporate practice of medicine and fee-splitting, please revise your
disclosure in the
Summary and in the Information about Cano Health section of the
document to clearly
explain the relationship the company has with both employed and
affiliated physicians,
including a discussion of agreements in place governing those
relationships.
7. We note your statements that you plan to build 15 to 20 de novo
medical centers annually
and have a pipeline of more than 100 acquisition targets. In light of
PCIH's history of net
losses, please explain how the company plans to fund its aggressive
expansion strategy.
8. We note your mention of "quality-driven bonuses" and "financial
incentives aligned with
clinical outcomes" on pages 17-18 of the Summary and elsewhere. Please
provide further
detail regarding the setting and calculation of these bonuses and
incentives and how they
correlate to clinical outcomes of patients.
Strong history of financial performance, page 14
9. We note your use of non-GAAP financial metrics. Please revise this
section and your
similar disclosure on page 301 to comply with Item 10(e)(1)(i)(A) of
Regulation S-K
rather than providing a cross-reference to MD&A.
Michael Racich
FirstName LastNameMichael Racich
Jaws Acquisition Corp.
Comapany22,
February NameJaws
2021 Acquisition Corp.
February
Page 3 22, 2021 Page 3
FirstName LastName
10+ Year History of Growth Becoming a National Platform, page 17
10. We note your graphic in this section indicating that Cano Health plans
to expand to New
Mexico, Arizona and Oregon, among other states. Please revise your
disclosure to discuss
Cano Health's plans to expand into the states indicated on the
graphic. Alternatively,
please remove or modify this graphic to reflect the states where Cano
Health is currently
active.
Direct Contracting Opportunity, page 25
11. Please revise to provide the basis for your statement that direct
contracting may triple the
value-based Medicare market to $800 billion and include the time
period over which the
value-based Medicare market is expected to triple.
Related Agreements, page 31
12. We note your disclosure on page 31 that each holder of PCIH Common
Units shall be
entitled at any time to exchange all or any portion of its PCIH Common
Units for a
number of Class A common stock determined to a disclosed formula.
However, in the
letter to Jaws shareholders you state that such exchange may also be
made for cash. Please
clarify. In addition, please state how such cash payments would be
made, and address the
potential for dilution in the event Units are exchanged for Class A
common stock.
Organizational Structure, page 33
13. In relation to the diagram depicting the organizational structure
immediately following the
completion of the Domestication and the Business Combination, please
clearly state that
you will be a holding company and that, upon consummation of the
business combination,
your principal asset will be the PCIH Common Units.
Tax Receivable Agreement, page 182
14. Please revise here and throughout to: (i) clarify who the "certain
parties" referred to in this
section are and (ii) disclose the term of the agreement.
Jaws Board s Reasons for the Approval of the Business Combination, page 189
15. Please provide more details in this section regarding the financial
and valuation analyses
reviewed by the Jaws Board before the Board reached its decision to
approve the Business
Combination. In your revisions, please discuss whether the Jaws' board
evaluated
comparable public companies or recent M&A transactions as a part of
its financial
analysis. In addition, please discuss how Jaws determined that PCIH
had a pre-transaction
enterprise valuation of $5.0 billion and the factors that led the
parties to agree to a reduced
pre-transaction enterprise value of $4.0 billion.
Michael Racich
FirstName LastNameMichael Racich
Jaws Acquisition Corp.
Comapany22,
February NameJaws
2021 Acquisition Corp.
February
Page 4 22, 2021 Page 4
FirstName LastName
Certain Company Projected Financial Information , page 192
16. Please tell us how you considered Item 10(b)(3) of Regulation S-K as
it relates to the
disclosure of the significant assumptions underlying your projected
financial information.
Liquidity and Capital Resources, page 273
17. Please revise your liquidity disclosures to address the fact that you
are a holding company
with no operations of your own and that you depend on your
subsidiaries for cash. Please
also disclose any restrictions or other factors that could inhibit
your subsidiaries ability to
pay dividends or make other distributions to the parent company.
Please refer to Item
303(a)(1) of Regulation S-K.
18. Please revise your liquidity disclosures to address the Tax Receivable
Agreement,
disclosing your estimates of annual payments and how you intend to
fund the required
payments under the agreement. In this regard, we note your statements
that you expect the
future payments under the agreement may be substantial. This
information should also be
disclosed in the Summary and in the Risk Factor starting at the bottom
of page 119.
Description of Indebtedness, page 312
19. Please revise this section to state the aggregate amount of
indebtedness that is currently
outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Cano Health
Non-GAAP Financial Metrics, page 343
20. As it relates to your adjustments for de novo losses and corporate
development payroll
costs, please tell us how you considered Question 100.01 of the
Non-GAAP Financial
Measures Compliance & Disclosure Interpretations.
Interim Financial Statements of Primary Care (ITC) Intermediate Holdings, LLC
and
Subsidiaries
13. Related Party Transactions
Humana Relationships, page F-66
21. Please disclose the significant terms of the Humana Affiliate Provider
("HAP")
agreements. In addition, explain to us how you determined the
appropriate accounting for
the administrative payments you are receiving from Humana and for the
use of Humana
owned or leased facilities.
22. As a related matter, please tell us how you considered the requirement
to state related
party amounts on the face of the financial statements, as set forth in
Rule 4-08(k) of
Regulation S-X.
Michael Racich
FirstName LastNameMichael Racich
Jaws Acquisition Corp.
Comapany22,
February NameJaws
2021 Acquisition Corp.
February
Page 5 22, 2021 Page 5
FirstName LastName
Audited Financial Statements of Primary Care (ITC) Intermediate Holdings, LLC
and
Subsidiaries
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-79
23. You disclose that capitation fees are paid on an interim basis based
on submitted enrolled
member data for the previous year and are adjusted in subsequent
periods after the final
data is compiled by the CMS and communicated to you. You also disclose
that your
transaction price is variable and depends upon the terms of the
arrangement provided by
or negotiated with the health plan. Please clarify your accounting
policy with respect to
variable consideration, including whether you include any adjustment
for projected
member acuity and quality metrics in your calculation of the
transaction price. Please also
clarify whether and how this interacts with the Medicare Risk
Adjustments included
within your Accounts Receivable.
Accounts Receivable, net of Unpaid Service Provider Costs, page F-81
24. Please revise to provide a break-out of your gross accounts receivable
balance and the
amount of unpaid service costs offset against such receivables to
support the net amount
shown on the face of your balance sheet. Please also disclose the
composition of your
accounts receivable and the associated payment terms of your revenue
contracts. In this
regard, we note your disclosure that your capitation fees are
generally paid in advance;
however, you appear to have a significant accounts receivable balance.
10. Due to / from Seller, page F-94
25. Please explain why it is appropriate to classify bonuses as
transaction costs and other.
Exhibits
26. Please file an opinion as to the material tax consequences of the
domestication and the
merger. Refer to Item 601(b)(8) of Regulation S-K and Section III.A.2
of Staff Legal
Bulletin No. 19.
27. Please file the employment agreements with Drs. Hernandez and Aguilar
and Mr.
Armstrong as exhibits to the registration statement. See Item
601(b)(10) of Regulation S-
K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Michael Racich
Jaws Acquisition Corp.
February 22, 2021
Page 6
You may contact Michael Fay at 202-551-3812 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameMichael Racich
Division of
Corporation Finance
Comapany NameJaws Acquisition Corp.
Office of Life
Sciences
February 22, 2021 Page 6
cc: Peter Seligson
FirstName LastName