Gohealth, Inc. SEC Filings

GoHealth, Inc. amended its existing credit agreement (Amendment No. 14) on August 6, 2025 as part of refinancing activity and issued shares of its Class A common stock to lenders and their affiliates as consideration for the amendment. Among those recipients, the Redwood Funds and related reporting entities received an aggregate of 924,244 shares of Class A common stock, which the filing states represents 5.8% of the Class A stock based on 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025.

The filing shows the Reporting Persons have shared voting and shared dispositive power over the 924,244 shares and report no sole voting or dispositive power. The issuance to lenders is described solely as consideration for the credit agreement amendment; no other transactions in the past 60 days are reported.

Public Sector Pension Investment Board (PSP) and its subsidiary PSP Investments Credit USA LLC acquired a material equity stake in GoHealth, Inc. The Reporting Persons received shares of GoHealth Class A common stock as consideration tied to an amendment of the Issuer's existing credit agreement, with shares issued to lenders and their affiliates, including PSP USA.

The filing reports beneficial ownership of 1,680,526 shares (PSP) and 1,680,444 shares (PSP USA), each representing 10.5% of the Class A stock on the filing’s stated basis. The ownership percentage is calculated using 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025, per the issuer’s disclosure. The Schedule 13D discloses no other transactions in the prior 60 days and attaches a joint filing agreement and a list of PSP executives and directors as exhibits.

GoHealth reported mixed results for the quarter ended June 30, 2025. Net revenues declined to $94.0 million from $105.9 million a year earlier, while year-to-date revenues increased to $315.0 million from $291.5 million. The company recorded a significant $53.0 million indefinite-lived trade names impairment that, together with higher operating expenses, drove an operating loss of $99.4 million for the quarter and a net loss attributable to GoHealth of $54.3 million (basic loss per Class A share $5.10).

Liquidity and capital structure changed materially: cash and cash equivalents were $35.6 million, total long-term debt rose to $560.0 million and commissions receivable remained substantial at $996.6 million. Management states that after entering a Superpriority Credit Agreement and amendments, management believes available liquidity is sufficient to cover operating requirements for the next 12 months, alleviating prior substantial doubt about going concern.

Blue Torch Capital LP and Kevin Genda report beneficial ownership of 1,445,181 shares of GoHealth, Inc. Class A common stock, representing 9% of the class. The filing states these shares were issued to lenders and their affiliates as consideration and a condition to lender participation in Amendment No.14 to the Issuer's Credit Agreement dated August 6, 2025. The Reporting Persons disclose shared voting and shared dispositive power over these shares and report no sole voting or dispositive power.

The statement identifies Blue Torch as an investment manager and Mr. Genda as the managing member of the general partner. The percentage calculation references 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025. No other transactions in the past 60 days are reported.

Amendment No. 5 to the Schedule 13D discloses a Superpriority Senior Secured Term Loan package totaling $115.0 million for Norvax, LLC, comprised of $80.0 million new-money term loans (with $40.0 million funded immediately and $40.0 million as delayed-draw availability) and $35.0 million of roll-up term loans from conversion of existing Class A revolving loans.

The related amendment to the existing credit agreement terminates Class A-1 and Class A revolving commitments, extends the maturity of remaining Class A revolving loans to August 5, 2029, permits pay-in-kind interest with an accrual rate of Adjusted Term SOFR + 8.00% (with at least Adjusted Term SOFR + 4.50% paid in cash), and waives amortization of existing term loans until December 31, 2026. As consideration, the issuer issued 4,766,219 Class A shares to certain lenders, representing 19.99% of the combined issued and outstanding Class A and Class B common stock, with customary registration rights. The Board appointed three new directors and three existing directors resigned.

Reporting Persons disclose beneficial ownership stakes in Class A common stock: CCP III Cayman GP Ltd. 9,566,028 shares (45.0%), CB Blizzard Holdings C 1,467,653 shares (9.2%), Centerbridge Associates III, L.P. and related entities 2,712,197 shares (17.1%), Blizzard Aggregator, LLC 5,386,178 shares (25.3%), and Jeffrey H. Aronson 9,566,028 shares (45.0%). The filing states the group may be deemed to collectively beneficially own 16,007,486 shares, approximately 58.3% of 15,881,344 reported Class A shares outstanding.

Kotte Vijay, identified as a director and Chief Executive Officer of GoHealth, Inc. (GOCO), was granted 218,551 restricted stock units on 08/07/2025 under a First Amendment to his employment agreement. The restricted stock units vest in three annual installments, with the first installment vesting on 08/07/2026. Following the reported transaction, the filing shows beneficial ownership of 1,347,396 shares of Class A common stock, which includes 1,798 shares purchased under the company’s Employee Stock Purchase Plan on 06/30/2025. The filing also corrects prior disclosures by reducing previously reported holdings by 94,444 shares that were subject to unmet performance conditions.