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