0000905148-24-001836.txt : 20240702 0000905148-24-001836.hdr.sgml : 20240702 20240702195352 ACCESSION NUMBER: 0000905148-24-001836 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240628 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nut Tree Capital Management, LP CENTRAL INDEX KEY: 0001661655 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 241097908 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-418-1292 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nut Tree Capital Management GP, LLC CENTRAL INDEX KEY: 0002029029 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 241097907 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 418-1290 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nussbaum Jared R. CENTRAL INDEX KEY: 0002028984 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 241097906 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cano Health, Inc. CENTRAL INDEX KEY: 0001800682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9725 NW 117TH AVENUE, SUITE 200 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 2034227700 MAIL ADDRESS: STREET 1: 9725 NW 117TH AVENUE, SUITE 200 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: Jaws Acquisition Corp. DATE OF NAME CHANGE: 20200121 4 1 form4.xml X0508 4 2024-06-28 0001800682 Cano Health, Inc. CANO 0001661655 Nut Tree Capital Management, LP 55 HUDSON YARDS 22ND FLOOR NEW YORK NY 10001 true true See Remarks 0002029029 Nut Tree Capital Management GP, LLC 55 HUDSON YARDS 22ND FLOOR NEW YORK NY 10001 true true See Remarks 0002028984 Nussbaum Jared R. 55 HUDSON YARDS 22ND FLOOR NEW YORK NY 10001 true true See Remarks false Common Stock 2024-06-28 4 J 0 912538 A 912538 I See Footnote Common Stock 2024-06-28 4 J 0 9557095 A 9557095 I See Footnote Common Stock 2024-06-28 4 J 0 555508 A 555508 I See Footnote Warrants (Right to Buy) 25.3 2024-06-28 4 J 0 32750 A 2024-06-28 2029-06-28 Common Stock 32750 32750 I See Footnote Warrants (Right to Buy) 25.3 2024-06-28 4 J 0 347603 A 2024-06-28 2029-06-28 Common Stock 347603 347603 I See Footnote Warrants (Right to Buy) 25.3 2024-06-28 4 J 0 17054 A 2024-06-28 2029-06-28 Common Stock 17054 17054 I See Footnote On February 4, 2024, the Issuer and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (collectively, the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On June 28, 2024, the Bankruptcy Court entered an order confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors (the "Plan"), and on June 28, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding existing shares of Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, of the Issuer were cancelled, and the Issuer newly issued (i) 41,800,000 shares of Common Stock, $0.0001 par value per share (the "Shares"), and (ii) 2,200,150 warrants, each exercisable for one Share, at an initial exercise price of $25.30 per Share (the "Warrants"). Represents Shares and Warrants issued by the Issuer on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously acquired and/or held by Nut Tree Capital Management as of June 28, 2024. Shares held directly by Nut Tree Drawdown Master Fund, LP, to which Nut Tree Capital Management, LP ("Nut Tree Capital Management") serves as investment adviser. Shares held directly by Nut Tree Master Fund, LP, to which Nut Tree Capital Management serves as investment adviser. Shares held directly by Nut Tree Drawdown Master Fund II, LP, to which Nut Tree Capital Management serves as investment adviser. Nut Tree Capital Management GP, LLC ("Nut Tree Capital Management GP") serves as a general partner of Nut Tree Capital Management. Mr. Nussbaum serves as Chief Investment Officer and Managing Partner of Nut Tree Capital Management, and is the sole member of Nut Tree Capital Management GP. Each of the Reporting Persons may therefore be deemed to beneficially own the Shares and Warrants reported herein, and disclaims beneficial ownership of such Shares and Warrants except to the extent of its or his pecuniary interest therein. These Warrants have an initial exercise price of $25.30 per Share, subject to certain customary adjustments as set forth in the related warrant agreement (the "Warrant Agreement"). These Warrants expire on June 28, 2029, or earlier upon the occurrence of certain events as set forth in the Warrant Agreement. Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer for purposes of Section 16 of the Exchange Act by virtue of Nut Tree Capital Management's current right, under the Issuer's Amended and Restated Certification of Incorporation and based on Nut Tree Capital Management's current ownership of Shares, to nominate two persons to serve on the board of directors of the Issuer (the "Board"). Eric H. Hsiao, an affiliated partner of Nut Tree Capital Management GP, and Timothy Alan Wheatley currently serve as Nut Tree Capital Management's designated directors on the Board. Nut Tree Capital Management, LP, By: /s/ Jared R. Nussbaum, Chief Investment Officer and Managing Partner 2024-07-02 Nut Tree Capital Management GP, LLC, By: /s/ Jared R. Nussbaum, Sole Member 2024-07-02 /s/ Jared R. Nussbaum 2024-07-02