0000950170-24-082272.txt : 20240708 0000950170-24-082272.hdr.sgml : 20240708 20240708211151 ACCESSION NUMBER: 0000950170-24-082272 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240628 FILED AS OF DATE: 20240708 DATE AS OF CHANGE: 20240708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diameter Capital Partners LP CENTRAL INDEX KEY: 0001727012 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 241106189 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: SUITE 29B CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-655-1400 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: SUITE 29B CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lewinsohn Jonathan CENTRAL INDEX KEY: 0002002512 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 241106188 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS, SUITE 29B 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 3 1 ownership.xml 3 X0206 3 2024-06-28 0 0001800682 Cano Health, Inc. CANOQ 0001727012 Diameter Capital Partners LP 55 HUDSON YARDS, SUITE 29B NEW YORK NY 10001 false false true false 0002002512 Lewinsohn Jonathan 55 HUDSON YARDS, SUITE 29B NEW YORK NY 10001 false false true false Common Stock 3817205 I Diameter Master Fund LP Common Stock 1752243 I Diameter Dislocation Master Fund II LP Common Stock 876836 I Diameter Dislocation Master Fund LP Warrant (Right to Buy) 23.50 2029-06-28 2029-06-28 Common Stock 118009 I Diameter Master Fund LP Warrant (Right to Buy) 23.50 2029-06-28 2029-06-28 Common Stock 54466 I Diameter Dislocation Master Fund II LP Warrant (Right to Buy) 23.50 2029-06-28 2029-06-28 Common Stock 27233 I Diameter Dislocation Master Fund LP Pursuant to the Issuer's Modified Fourth Amended Joint Chapter 11 Plan of Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy Court for the District of Delaware on June 28, 2024 and became effective on June 28, 2024 (the "Effective Date"), each share of the Issuer's Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants to purchase Old Common Stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. In addition, on the Effective Date, pursuant to the Plan and in connection with the Issuer's emergence from bankruptcy, the Issuer (i) newly issued 41,800,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and (ii) was authorized to issue an aggregate of up to 2,200,150 warrants, each exercisable for one share of Common Stock, at an initial exercise price of $25.30 per share, exercisable for a 5-year period commencing on the Effective Date (the "Warrants"). Pursuant to the Plan, Diameter Master Fund LP ("Diameter Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 3,817,205 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 118,009 Warrants, in connection with the equitization of allowable Claims (as defined the Plan). Diameter Master Fund directly holds 3,817,205 shares of Common Stock and 118,009 Warrants. Diameter Capital Partners LP ("Diameter Capital") is the investment manager of Diameter Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund. Each of Scott K. Goodwin ("Mr. Goodwin") and Jonathan Lewinsohn ("Mr. Lewinsohn") is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund LP. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Diameter Master Fund except to the extent of its or his pecuniary interest therein. Pursuant to the Plan, Diameter Dislocation Master Fund II LP ("Dislocation Master Fund II"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 1,752,243 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 54,466 Warrants in connection with the equitization of allowable Claims (as defined the Plan). Dislocation Master Fund II directly holds the 1,752,243 shares of Common Stock and 54,466 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund II and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund II except to the extent of its or his pecuniary interest therein. Pursuant to the Plan, Diameter Dislocation Master Fund LP ("Dislocation Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 876,836 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 27,233 Warrants in connection with the equitization of allowable Claims (as defined the Plan). Dislocation Master Fund directly holds the 876,836 shares of Common Stock and the 27,233 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund except to the extent of its or his pecuniary interest therein. Ex. 24 - Power of Attorney /s/ Shailini Rao, Attorney-in-Fact for Diameter Capital Partners, LP 2024-07-08 /s/ Shailini Rao, Attorney-in-Fact for Jonathan Lewinsohn 2024-07-08 EX-24 2 ck0001800682-ex24.htm EX-24 EX-24

 

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Shailini Rao with full power to act without the other, as his or her agent and attorney-in-fact for the purpose of executing in his or her name any statement of beneficial ownership on Form 3, 4, or 5 to be filed with the United States Securities and Exchange Commission.

All past acts of an attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

This Power of Attorney shall be valid from the date hereof until revoked by me.

IN WITNESS HEREOF I have executed this instrument as of the 8th day of July, 2024.

/s/ Jonathan Lewinsohn

 

Jonathan Lewinsohn

/s/ Scott K. Goodwin

 

Scott K. Goodwin