United States securities and exchange commission logo
May 22, 2023
Russell Leaf
Counsel to the Participants
Willkie Farr & Gllagher LLP
787 Seventh Avenu
New York, NY 10019-6099
Re: Cano Health, Inc.
PRRN14A Preliminary
Proxy Statement on Schedule 14A
Filed on May 22,
2023 by Barry Sternlicht et al.
File No. 001-39289
Dear Russell Leaf:
We have reviewed the above-captioned filing, and have the
following comments. Some
of our comments may ask for more information so we may better understand
the disclosure.
Please respond to these comments by providing the requested
information and/or
amending the proxy statement. If a belief exists that our comments apply
to your facts and
circumstances, please tell us why in your response.
After reviewing any
response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement filed on Schedule 14A
General
1. We have reviewed the
response provided in reply to prior comment one in our
correspondence dated
May 19, 2023. Due in part to the timing of the communications
made by the Former
Directors, the constituency to whom they were directed, and the
potential objectives
served by making such communications in proximity to an annual
meeting for which the
Former Directors professed an interest in nominating director
candidates and
introducing other proposals, we express no opinion on whether those
communications
constituted solicitations within the meaning of Rule 14a-1(l)(1)(iii).
Accordingly, the
participants will be making the determination to rely upon the analysis
provided on their own
and without any reassurance from the staff that such analysis is
consistent with staff
or agency views. While the staff in the Division of Corporation
Finance will not raise
any further comments regarding the potential application of Section
14(a) and Regulation
14A to the communications cited in our past correspondence, please
confirm for us that the
participants will not interpret our decision not to issue additional
Russell Leaf
FirstName
Willkie FarrLastNameRussell
& Gllagher LLP Leaf
Comapany
May NameWillkie Farr & Gllagher LLP
22, 2023
May 22,
Page 2 2023 Page 2
FirstName LastName
comments to mean that we agree with the reasoning in your response or
otherwise
approve of the conclusions reached therein.
2. The Former Directors assert that on March 7, 2023, Weil, Gotshal &
Manges LLP
presented an "interim" oral report of its investigative findings to
the Board. We have
reason to believe, however, that a meeting occurred on February 5,
2023, and the report
presented by Weil was final, not interim in nature as represented.
Please revise the
disclosure to reconcile these two potential inconsistencies with the
factual record.
3. The Former Directors note that Weil reported that Dr. Hernandez, the
issuer s CEO, had
received a $30 million loan in February 2022 from Robert Camerlinck
and otherwise
borrowed approximately $4 million and $4.7 million from other
individuals. Another loan
amounting to approximately $2 million loan provided to Dr. Hernandez
by ITC Rumba,
LLC, the vehicle through which Former Director Elliot Cooperstone owns
shares of the
issuer and of which he is the Managing Partner, has been omitted from
this description.
Please revise the disclosure to make reference to such loan, or advise
us why disclosure of
this loan has been omitted.
4. The Former Directors state that the deadline for stockholders to
nominate director
candidates or bring stockholder proposals under the advance notice
provisions of the
Bylaws closed on February 15, almost a month before the extent of
the concerning
related-party transactions and stock pledges began to come to
light..." To the extent that
the issuer's Board of Directors received a report from Weil on its
investigative findings on
February 5, it appears that the Former Directors had been informed of
Weil's investigation
and its findings in advance of the nominations deadline and thus also
were potentially
aware that no Cano stock was pledged in connection with the loans the
law
firm referenced. Please revise the proxy statement to reconcile any
differences with the
factual record, or advise.
5. The Former Directors assert that the Special Committee of the Board
began operating as a
shadow board by leading the investigation into Dr. Hernandez
s related-party
transactions and whether such transactions had been properly
disclosed. Please revise to
disclose, if true, that the investigation into the related-party
transactions was conducted at
the direction of the entire Board and Weil apprised the full Board of
all findings and
developments, and discussions regarding disclosure were similarly
conducted with the full
Board.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Nicholas Panos at 202.551.3266.
Sincerely,
Russell Leaf
Willkie Farr & Gllagher LLP
May 22, 2023
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FirstName LastNameRussell Leaf
Division of Corporation Finance
Comapany NameWillkie Farr & Gllagher LLP
Office of Mergers & Acquisitions
May 22, 2023 Page 3
cc: Tariq Mundiya
FirstName LastName