eHealth, Inc. 8-K

What Happened

• On December 31, 2025, eHealthInsurance Services, Inc. (an indirect subsidiary of eHealth, Inc.) entered into a new asset-based revolving credit agreement with CCP Agency, LLC and lenders for up to $125.0 million in commitments (with a $50.0 million optional increase) that matures in December 2028. The borrower drew the full $125.0 million on the closing date and used the proceeds to repay the prior Blue Torch credit facility, pay transaction fees, and for general corporate purposes.
• The facility is secured by a first-priority lien on substantially all assets of the borrower and is guaranteed by the borrower’s direct parent, Amplify Engagement Solutions Insurance Agency, LLC. Interest is at the borrower’s option: (i) base rate plus 5.50% or (ii) one‑month Term SOFR (2.00% floor) plus 6.50%.

Key Details

• Revolver amount: $125.0M initial commitments; option to increase by up to $50.0M with lender commitments. Drawn in full on Dec 31, 2025.
• Maturity: December 2028. Borrowing base includes up to $50.0M in a blocked account plus a percentage of eligible commission receivables; Applicable Advance Rates: 25.0% (first 12 months), 22.5% (months 13–24), 20.0 thereafter.
• Financial covenants: staged maximum total leverage ratios (2.50:1 through Q3 2026; 2.00:1 through Q3 2027; 1.75:1 thereafter), minimum unrestricted cash of $45.0M (monthly), and minimum lifetime value to acquisition cost ratio of 1.275:1 (quarterly).
• The company also executed: (i) a First Amendment to its 2021 H.I.G. Investment Agreement to allow the new revolver, add a liquidity covenant (remedy limited to an increased dividend rate), give H.I.G. certain strategy committee and governance rights, and (ii) a Certificate of Amendment to the Series A Preferred Stock designations.

Why It Matters

• Liquidity: The new $125M facility (fully drawn) provides immediate liquidity and refinances prior debt, which can support operations and near-term needs.
• Constraints: The revolver carries significant covenants and a borrowing-base structure that limit available borrowings and restrict actions like additional debt, dividends, asset sales, and certain affiliate transactions unless exceptions apply.
• Governance and investor protections: The H.I.G. amendment adds governance and information rights for H.I.G. and a liquidity covenant with a specific remedy, which could affect dividend economics and board-level oversight if covenant thresholds are breached.

Document references: 8‑K filed Jan 6, 2026; exhibits include the credit agreement and H.I.G. amendment.