SecProbe.io

United States securities and exchange commission logo
June 5, 2024
Andrew Freedman
Partner, Olshan Frome Wolosky LLP
Enhabit, Inc.
1325 Avenue of the Americas
New York, NY 10019
Re:Enhabit, Inc.
PREC14A filed May 28, 2024
Filed by Arex Capital Master Fund, LP et al.
File No. 001-41406
Dear Andrew Freedman:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed May 28, 2024
Proposal 1, Election of Directors, page 11
1.We note the disclosure on pages 16-17 related to the services provided by Dr. Sheff, Ms.
Hochhauser, and Ms. Ambers. Please provide, as applicable, disclosure regarding such
services that is fully responsive to Item 404(a)(3) and (4) of Regulation S-K, or advise.
Quorum; Broker Non-Votes; Discretionary Voting, page 23
2.We note the following disclosure at the bottom of page 23: "Under applicable rules, your
broker will not have discretionary authority to vote your shares at the Annual Meeting on
any of the proposals." It is our understanding that brokers may exercise discretionary
authority on routine matters if they do not receive soliciting materials from
the dissident. Please clarify.
3.We note the following disclosure on page 24: "Brokers do not have discretionary authority

 FirstName LastNameAndrew Freedman
 Comapany NameEnhabit, Inc.
 June 5, 2024 Page 2
 FirstName LastName
Andrew Freedman
Enhabit, Inc.
June 5, 2024
Page 2
to vote on any of the proposals at the Annual Meeting. Accordingly, unless you vote via
proxy card or provide instructions to your broker, your shares of Common Stock will
count for purposes of attaining a quorum, but will not be voted on the proposals." Please
clarify (i) in line with the previous comment, that discretionary authority may exist to the
extent brokers do not receive soliciting materials from the dissident, and (ii) that, aside
from the limited circumstances in which broker non-votes may arise,
unvoted/uninstructed shares of Common Stock will not count for purposes of attaining a
quorum.
General
4.On the proxy card, please revise to include the names of the unopposed and opposed
company nominees. In addition, on the front page of the proxy card, for the sake of
clarity, please insert the word "the" between "FOR" and "Two (2) Company Nominees
Unopposed... ."
            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 David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions