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EMAIL: afreedman@olshanlaw.com

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May 23, 2023

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Nicholas Panos

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cano Health, Inc. (“Cano” or the “Company”)

PRRN14A Revised Preliminary Proxy Statement on Schedule 14A

Filed on May 22, 2023 by Barry Sternlicht et al. (the “Proxy Statement”)

File No. 001-39289

Dear Mr. Panos:

Olshan Frome Wolosky LLP,
on behalf of Elliot Cooperstone and Lewis Gold, and Willkie Farr & Gallagher LLP, on behalf of Barry Sternlicht, acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated
May 22, 2023 (the “Staff Letter”), with regard to the above-referenced matter. We have reviewed the Staff Letter with
Messrs. Cooperstone and Sternlicht and Dr. Gold (together with the other participants in their solicitation, collectively, the “Former
Directors”) and provide the following responses on the Former Directors’ behalf. For ease of reference, the comments in the
Staff Letter are reproduced in italicized form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy
Statement.

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 comments to mean that we agree with the reasoning in your response or otherwise approve
of the conclusions reached therein.

May 23, 2023

Page 2

The Former Directors acknowledge
the Staff’s Comment and hereby confirm that they will not interpret the Staff’s decision not to issue additional comments
to mean that the Staff agrees with the reasoning provided in our response letter dated May 22, 2023 or otherwise approve of the conclusions
provided 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.

The Former Directors
acknowledge the Staff’s Comment and have revised the Proxy Statement to reflect the February 5, 2023 Board meeting
accordingly. Please see page 5 of the Proxy Statement.

In addition, the Former Directors
provide the below information on a supplemental basis. The investigative findings presented by Weil to the Board at both February 5, 2023
and March 7, 2023 Board meetings were interim in nature. In particular, Weil circulated a “Plan of Action” with respect to
its investigation into Dr. Hernandez’s related-party transactions to the Board on March 22, 2023, that provided that its continued
investigation would be divided into three focused “buckets” (topics or categories of potential related-party transactions)
and that it intended to present its findings on the first “bucket,” relating to potential undisclosed related-party transactions
involving Dr. Hernandez’s father, at the Board meeting scheduled for March 30, 2023. However, at the March 30, 2023 Board meeting,
Weil provided a status update regarding its progress under the Plan of Action to the Board and stated that it had not been able to complete
its investigation into the first “bucket” due to certain individuals refusing to be interviewed and others appearing to be
providing untruthful responses. Weil further advised that it had not been able to commence its investigation into the second and third
“buckets” and that it therefore could not present its findings under the Plan of Action and required additional time to complete
its investigation.

 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.

The Former Directors acknowledge
the Staff’s Comment and provide the below response on a supplemental basis. The Former Directors do not believe the promissory note
issued by Dr. Hernandez to ITC Rumba, LLC (“ITC Rumba”) on April 14, 2022 (the “ITC Note”) is required to
be disclosed pursuant to Rule 14a-101 promulgated under the Exchange Act, as it is not related to a transaction that stockholders
are being asked to consider at the Annual Meeting and it does not constitute a future transaction between the Company and a participant.

May 23, 2023

Page 3

Further, the Former Directors
contend that the ITC Note is distinguishable from the loans referenced above, because, among other items and most prominently, the ITC
Note was negotiated and the arrangements were agreed to in connection with the closing of Cano’s initial de-SPAC transaction. Specifically,
the ITC Note was agreed to in order to facilitate the closing of the de-SPAC transaction and to address certain tax liabilities created
by its structure. These tax liabilities did not accrue until approximately April 2022, when the ITC Note was documented. In addition,
the ITC Note has below market terms, including a 1.74% per annum interest rate and a 7-year term, which further indicates that the ITC
Note was entered into as an accommodation to facilitate the closing of the de-SPAC transaction.

In addition, the ITC Note
is also distinguishable from the above related-party transactions as ITC Rumba and by extension, Elliot Cooperstone, are not and were
not employees of the Company at the time of the ITC Note’s issuance and have never directly reported to Dr. Hernandez. Since the
consummation of the Company’s de-SPAC transaction, neither ITC Rumba nor Mr. Cooperstone have directly sold or entered into
any acquisition or other business combination with the Company. In contrast, several of the above referenced loans entered into by Dr.
Hernandez were made by individuals who had recently sold businesses to Cano, raising questions surrounding Dr. Hernandez’s recommendations
of and whether any quid pro quo understandings were made in connection with such acquisitions.

 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.

The Former Directors acknowledge
the Staff’s Comment and refer the Staff to their response to Comment 2 above, specifically that as of March 30, 2023, the Weil investigation
had not concluded and was still ongoing. In particular, at the March 30, 2023 Board meeting, Weil advised that it had not been able to
complete its investigation into the first “bucket” identified under its Plan of Action and had not been able to commence its
investigation into the remaining two “buckets”

May 23, 2023

Page 4

As further described in the
response to Comment 5 below, despite Weil’s findings presented at the February 5, March 7 and 30, 2023 Board meetings, at the beginning
of the March 30, 2023 Board meeting, the Special Committee announced to the full Board that it had determined that no meaningful disciplinary
or remedial action with respect to Dr. Hernandez’s actions was required. The Special Committee made and announced this determination
before Weil provided its further interim report and status update on its Plan of Action to the Board during the remainder of the
March 30, 2023 Board meeting. The fact that the members of the Special Committee had decided – more than a month after the deadline
to submit stockholder nominations and proposals had passed – that Dr. Hernandez’s conduct did not require his termination
or other serious remediation gave the Former Directors reason to believe that the Weil investigation would not be completed and other
potential material information would not be disclosed or otherwise come to light.

Notwithstanding the foregoing,
the Former Directors have revised the Proxy Statement to remove references to Dr. Hernandez’s potential pledging of stock. Please
see the Cover Letter to the Proxy Statement and pages 5, 10 and 14 of the Proxy Statement.

 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.

The Former Directors acknowledge
the Staff’s Comment and respectfully disagree with the above characterizations and provide the following information on a supplemental
basis.

While the investigation into
Dr. Hernandez’s related-party transaction was conducted at the direction of the entire Board, the Special Committee assumed control
of the investigation. On or around the middle of March 2023, the Special Committee hired separate outside counsel, Vinson & Elkins
LLP, who assisted the Special Committee in drafting a charter with very broad authority that stripped the Former Directors of the ability
to participate in discussions regarding and decisions on Weil’s investigation.

May 23, 2023

Page 5

Specifically, the Special
Committee met in advance of the March 30, 2023 Board meeting and then announced at the full Board meeting that at such meeting of the
Special Committee, it had determined that it had “heard enough” and that the Board was “moving on” without taking
any meaningful disciplinary action or otherwise taking any steps to remediate the problems raised by Weil. Notably, the Special Committee
announced these determinations before Weil presented its further interim findings and status update at the March 30, 2023 Board
meeting, including its finding that further investigation was required.

*     *     *     *     *

Please contact the undersigned
with any further comments or questions. Thank you.

    Sincerely,

    /s/ Andrew M. Freedman

    Andrew M. Freedman

    Counsel for Elliot Cooperstone and Dr. Lewis
    Gold

    /s/ Russell Leaf

    Russell Leaf

    Counsel for Barry Sternlicht

 cc: Rebecca L. Van Derlaske, Olshan Frome Wolosky LLP

Tariq Mundiya,
Willkie Farr & Gallagher LLP

Amanda M.
Burke, Willkie Farr & Gallagher LLP