GoHealth, Inc. 8-K

What Happened GoHealth, Inc. announced that its Chapter 11 plan became effective on July 21, 2026. The company converted into a limited liability company named New GoHealth, LLC, adopted a new LLC agreement, and implemented a restructuring that cancels prior debt and equity instruments. As part of emergence, Norvax, LLC and Blizzard Midco, LLC (loan parties) entered into a Senior Secured Credit Agreement (the “Takeback Credit Facility”) providing three term loan tranches totaling approximately $782.2 million (a $20.0M New Money Facility, ~$173.9M Senior Takeback Facility and ~$588.3M Junior Takeback Facility). The Takeback Credit Facility bears interest at Term SOFR + 5.50% (3.00% floor), matures in five years, is secured by substantially all assets, and includes a minimum liquidity covenant plus mandatory prepayment mechanics (cash sweep and specified proceeds).

Key Details

• Effective Date: July 21, 2026 (Plan became effective and Notice filed with the Bankruptcy Court).
• Takeback Credit Facility: $20.0M new money + ~$173.9M senior + ~$588.3M junior = ~$782.2M total; Term SOFR + 5.50% (3.00% floor); 5‑year maturity; first‑priority security interest.
• Ownership and equity treatment: Holders of Allowed First Lien Claims received pro rata shares of the Junior Takeback Facility and 100% of the New Common Interests (voting securities) of Reorganized GoHealth; prior GoHealth Holdings interests, Class A and Class B common stock and most equity rights were cancelled. New Common Interests will not be listed or registered with the SEC.
• Other material items: Amendment to the Tax Receivable Agreement clarified no change‑of‑control payment was triggered and barred TRA payments that would breach new financing; prior Superpriority and prepetition credit agreements were cancelled.
• Deregistration intent: In conjunction with emergence, the company intends to file a Form 15 to deregister and suspend reporting under the Exchange Act (termination expected to become effective ~90 days after filing).

Why It Matters This filing confirms GoHealth has completed a court‑approved bankruptcy reorganization and emerged with a new capital structure: significant new secured financing (~$782M) and a transfer of equity control to first‑lien claimholders. For investors, this means previous public equity classes were cancelled, the company converted to an LLC whose new common interests are unregistered and unlisted, and public reporting is expected to be suspended after a Form 15 is filed. The new debt terms, security package and liquidity covenant will shape the reorganized company’s financial obligations and priorities going forward.