Cano Health, LLC entered into a letter of intent to acquire Jaws Acquisition Corp. (NYSE:JWS) from Jaws Sponsor LLC and others for $3.5 billion in a reverse merger transaction on October 18, 2020. Cano Health, LLC entered into a definitive merger agreement to acquire Jaws Acquisition Corp. from Jaws Sponsor LLC and others in a reverse merger transaction on November 11, 2020. The consideration consists of combination of cash consideration, certain newly issued equity interests of Cano Health and shares of newly issued Class B common stock of Jaws Acquisition. Assuming no public shareholders of Jaws Acquisition Corp. exercise their redemption rights and after $465.2 million in cash consideration to Cano Healths existing shareholders, and 305.1 million Class B shares based on an assumed stock price of $10 per share; Cano Health shareholders will own approximately 65%, Jaws Acquisition Corp. shareholders will own approximately 15%, private placement investors will own approximately 17% and Jaws Acquisitions sponsor will own approximately 4% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. Under the maximum redemption scenario, the seller and its equity holders will receive aggregate consideration with a value equal to $3,516.3 million, which consists of (i) $129.6 million of closing cash payment amount and (ii) $3,386.7 million in closing number of securities of Cano Health Incs Common Stock or 338.7 million Class B shares based on an assumed stock price of $10 per share. The transaction is going to be funded by the combination of around $690 million in the Jaws Acquisitions trust account and $800 million of concurrent private placement of common stock of the combined company. Upon completion of the transaction, the combined company will operate as Cano Health, Inc, and will be listed on the New York Stock Exchange under the new ticker symbol CANO..
Marlow Hernandez, Founder and Chief Executive Officer of Cano Health, will continue to lead Cano Health following the transaction. Richard Aguilar will continue as Chief Clinical Officer and David Armstrong, as General Counsel. Barry Sternlicht, Co-Founder and Chairman of Jaws Acquisition Corp. will serve on Cano Healths Board of Directors. Upon closing of the transaction, the members of the Board of Directors will include Marlow Hernandez, Founder and Chief Executive Officer of Cano Health; alongside Elliot Cooperstone; Lewis Gold; Jacqueline Guichelaar; Angel Morales; Alan Muney; Kim Rivera; Barry Sternlicht; and Solomon Trujillo. Marlow Hernandez will serve as Chairman of the Board. The transaction is subject to the satisfaction or waiver of certain customary closing conditions, including: (a) the approval and adoption by Jaws Acquisitions shareholders of the transaction; (b) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (c) effectiveness of the Registration Statement or Proxy Statement; (d) approval of Cano Health shareholders; (e) execution of lock-up agreements; (f) approval of listing of Jaws Acquisition shares on NYSE; (g) the Minimum Cash Condition shall be satisfied; (h) after giving effect to the transactions the company has at least $5,000,001 of net tangible assets immediately after the Effective Time and (i) the adoption and approval of the New JAWS Certificate of Incorporation. The Board of Directors of Jaws Acquisition and Cano Health unanimously approved the transaction. As of March 23, 2021, Jaws filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of Jaws. As of May 10, 2021, the registration statement declared effective. Jaws Acquisition Corp. announced a special meeting of its shareholders to approve the proposed merger with Cano Health for June 2, 2021. As of MAY 24, 2021, Jaws Acquisition recommended shareholders to attend the extraordinary general meeting to approve the proposed merger. The transaction approved by Jaws' stockholders at its special meeting held on June 2, 2021.
The transaction is expected to close at the end of the first quarter or the beginning of the second quarter of 2021. As of February 10, 2021, the transaction is expected to close at the end of March or early April 2021. As of February 25, 2021, the transaction is expected to close in the second quarter of 2021. As of April 5, 2021, the business combination is expected to close in the end of the first quarter or the beginning of the second quarter of 2021. As of April 6, 2021, the business combination is expected to close in the beginning of the second quarter of 2021. As of May 6, 2021, the business combination is expected to close in June. As of May 10, 2021, the merger is expected to be completed on June 3, 2021. Cano Health will receive up to $935 million in transaction proceeds to pay down debt and provide growth capital, and a substantial majority of up to $465 million of proceeds is expected to be allocated to Cano Healths financial sponsor.
Moelis & Company acted as the financial advisor to Cano Health. Credit Suisse acted as the financial advisor and exclusive capital markets advisor to Cano Health. Credit Suisse acted as the exclusive placement agent on the private offering. Chris Wilson, Jocelyn M. Arel, Daniel J. Espinoza, John LeClaire, Howard Cubell, Mark Burnett, James Mattus, Heidi E. Mayon and Michael Minahan of Goodwin Procter LLP acted as the legal advisor to Cano Health; and Keith Hallam, Johnny G. Skumpija, Nicholas A. Dorsey, Lauren Angelilli, Eric W. Hilfers and Nicole F. Foster of Cravath Swaine & Moore LLP acted as the legal advisor to certain shareholders, including members of Cano Health management. Michael P. Brueck, David L. Perechocky, Christian O. Nagler, Peter Seligson, Mike Beinus, Meredith Levy, Michael Krasnovsky, Scott A. Berger and Jonathan A. Schechter of Kirkland & Ellis LLP acted as the legal advisor to Jaws Acquisition Corp. Continental Stock Transfer & Trust Company acted as transfer agent to Jaws Acquisition Corp. Morrow & Co., LLC acted as the information agent to Jaws Acquisition Corp and will receive a fee of $37,500 for its services. Maples and Calder (Cayman) acted as legal advisor to Jaws. KPMG LLP acted as financial, accounting, tax, IT and public-market readiness due diligence provider to Jaws. Kirkland & Ellis acted as due diligence provider to Jaws. Epstein Becker Green acted as healthcare-specific and coding due diligence provider to Jaws.
Cano Health, LLC completed the acquisition of Jaws Acquisition Corp. (NYSE:JWS) from Jaws Sponsor LLC and others in a reverse merger transaction on June 3, 2021. Beginning June 4, 2021, Cano Health's shares of Class A common stock will trade on the New York Stock Exchange ("NYSE") under the symbol "CANO." Marlow Hernandez will continue to lead Cano Health as Chief Executive Officer and Chairman of the Board of Directors, alongside Members of the team includes Chief Clinical Officer Dr. Richard Aguilar, Chief Financial Officer Brian Koppy, Chief Compliance Officer and General Counsel David Armstrong, Chief Strategy Officer Dr. John McGoohan, Chief Population Health Officer Pedro Cordero, Chief People Officer Jennifer Hevia, President of Cano Medical Centers Gina Portilla, President of Healthy Partners Bob Camerlinck, SVP of Acquisitions Joel Lago, and Chief Brand Officer Barbara Ferreiro.