SecProbe.io

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

 FirstName LastNameRussell Leaf
 Comapany NameWillkie Farr & Gllagher LLP
 May 22, 2023 Page 2
 FirstName LastNameRussell Leaf
Willkie Farr & Gllagher LLP
May 22, 2023
Page 2
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,

 FirstName LastNameRussell Leaf
 Comapany NameWillkie Farr & Gllagher LLP
 May 22, 2023 Page 3
 FirstName LastName
Russell Leaf
Willkie Farr & Gllagher LLP
May 22, 2023
Page 3
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Tariq Mundiya