09/03/2024 | Press release | Distributed by Public on 09/03/2024 17:10
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 124155102
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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GLENVIEW CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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11,668,477 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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11,668,477 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,668,477 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.21% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Includes (i) 9,955,144 shares of Common Stock held directly by Glenview Capital Management, LLC and (ii) 1,713,333 shares of Common Stock issuable to Glenview Capital Management, LLC upon exercise of the Private Placement Warrants.
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(2) |
Based on 186,147,353 shares of Common Stock outstanding as of July 18, 2024, as reported in the Issuer's Form 10-Q filed on August 1, 2024, plus the shares of Common Stock the Reporting Person has the right to acquire, which shares have been added to the total shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 124155102
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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LARRY ROBBINS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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306,716 (3)
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8
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SHARED VOTING POWER
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19,247,764 (4)
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9
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SOLE DISPOSITIVE POWER
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306,716 (3)
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10
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SHARED DISPOSITIVE POWER
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19,247,764 (4)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,554,480 (3)(4)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.23% (5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(3) |
Includes (i) 21,645 shares of Common Stock that Mr. Robbins has the right to acquire upon exercise of stock options and (ii) 157,894 shares of Common Stock underlying unvested restricted stock units that were granted to Mr. Robbins, which vest in full on the date of the Issuer's 2025 Annual Stockholders Meeting, subject to Mr. Robbins' continued service on the Issuer's board of directors on such date.
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(4) |
Includes (i) 9,955,144 shares of Common Stock held directly by Glenview Capital Management, LLC, (ii) 4,546,687 shares of Common Stock held directly by Longview Investors LLC, (iii) 3,032,600 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants and (iv) 1,713,333 shares of Common Stock issuable to Glenview Capital Management, LLC upon exercise of the Private Placement Warrants.
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(5) |
Based on 186,147,353 shares of Common Stock outstanding as of July 18, 2024, as reported in the Issuer's Form 10-Q filed on August 1, 2024, plus the shares of Common Stock the Reporting Person has the right to acquire, which shares have been added to the total shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 124155102
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Page 4 of 7 Pages
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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i)
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Glenview Capital Management, LLC ("Glenview"); and
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ii)
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Larry Robbins ("Mr. Robbins").
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CUSIP No. 124155102
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Page 5 of 7 Pages
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 5.
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Interest in Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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CUSIP No. 124155102
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Page 6 of 7 Pages
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Dated: September 3, 2024
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GLENVIEW CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark J. Horowitz
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Mark J. Horowitz
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Co-President of Glenview Capital Management, LLC
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LARRY ROBBINS
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By:
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/s/ Mark J. Horowitz
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Mark J. Horowitz, attorney-in-fact for Larry Robbins
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CUSIP No. 124155102
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Page 7 of 7 Pages
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Name of Account
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Title of Security
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Date of Transaction
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Nature of Transaction
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Type of Transaction
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Quantity
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Price | |||
Glenview Capital Master Fund
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Common Stock
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08/28/2024
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Purchase
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Private Transaction
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372,038(1)
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$0.9751
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Glenview Offshore Opportunity Master Fund
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Common Stock
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08/28/2024
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Purchase
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Private Transaction
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533,526(1)
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$0.9751
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Glenview Healthcare Master Fund
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Common Stock
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08/28/2024
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Purchase
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Private Transaction
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46,713(1)
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$0.9751
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Glenview Capital Master Fund
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Common Stock
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08/28/2024
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Purchase
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Open Market
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115,123
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$0.9937(2)
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Glenview Offshore Opportunity Master Fund
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Common Stock
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08/28/2024
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Purchase
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Open Market
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165,095
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$0.9937(2)
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Glenview Healthcare Master Fund
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Common Stock
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08/28/2024
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Purchase
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Open Market
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14,455
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$0.9937(2)
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Glenview Capital Master Fund
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Common Stock
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08/29/2024
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Purchase
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Open Market
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167,962
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$1.0746(3)
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Glenview Offshore Opportunity Master Fund
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Common Stock
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08/29/2024
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Purchase
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Open Market
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240,868
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$1.0746(3)
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Glenview Healthcare Master Fund
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Common Stock
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08/29/2024
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Purchase
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Open Market
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21,089
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$1.0746(3)
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Glenview Capital Master Fund
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Common Stock
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08/30/2024
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Purchase
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Open Market
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95,629
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$1.0714(4)
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Glenview Offshore Opportunity Master Fund
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Common Stock
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08/30/2024
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Purchase
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Open Market
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137,137
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$1.0714(4)
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Glenview Healthcare Master Fund
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Common Stock
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08/30/2024
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Purchase
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Open Market
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12,008
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$1.0714(4)
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