GoHealth - Chapter 11 Case Summary

Business Description

GoHealth, Inc., together with its Debtor and non-Debtor subsidiaries and affiliates (collectively, "GoHealth" or the "Company"), is a leading health insurance marketplace and Medicare-focused digital health company in the American healthcare landscape.

• The Company leverages its proprietary, carrier-agnostic technology to help consumers compare insurance products offered by large health insurance providers (the "Carriers"), including United, Aetna, Anthem, and Humana, and supports them both during and after the enrollment period.
• By pairing this technology with expert guidance and tailored service, GoHealth simplifies an often confusing process for millions of seniors, positioning itself as a leading e-broker for Medicare Advantage ("MA") plan submissions and renewals in the United States.

While MA enrollment remains its core focus, GoHealth has expanded into enrollment services for a variety of other plan types in response to recent industry challenges. The Company's emphasis on customer trust earned it recognition as one of Newsweek's "Most Trustworthy Companies in America" in each of the past four years.

As of the Petition Date, GoHealth employed approximately 296 full-time employees—239 of whom are employed by the Debtors, including 107 internal licensed agents—and utilized a network of approximately four external partners and their licensed agents. Together, these agents help Medicare-eligible consumers across all 50 states navigate their available plan options.

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Corporate History

GoHealth was founded by Brandon Cruz and Clinton Jones (the "Founders") in Chicago, Illinois in 2001, originally under the name Norvax, Inc. Recognizing that health insurance was often confusing and difficult to navigate, the Founders set out to use technology to cut through that complexity. The Company initially provided lead management software and other digital solutions, such as website creation, to independent health insurance brokers, and in 2004 developed proprietary real-time quoting and enrollment technology that allowed those brokers to show customers more plan options more quickly.

Transition to a Direct-to-Consumer Marketplace

• Over time, GoHealth shifted its focus from software solutions for independent brokers to building a direct-to-consumer, in-house marketplace—first as a consumer comparison site, and then as a full-service agency with its own beneficiary-facing agents.
• Beginning in 2008, the Company began offering one-on-one consultations, with its licensed agents using GoHealth's carrier-agnostic platform to help consumers compare plans and identify the best fit for their specific needs.
• In 2012, GoHealth rebranded both its direct-to-consumer and B2B operations under a single umbrella as "GoHealth" to signal its new consumer-focused approach.

Regulatory Milestones and Market Expansion

• Also in 2012, GoHealth received a $50 million private equity investment that fueled market expansion, operational improvements, and technology development, and gained federal government approval as a private health insurance exchange.
• That approval enabled the Company, in 2013, to become the first private health insurance marketplace to enroll consumers in plans qualifying for tax subsidies under the ACA.
• In 2016, GoHealth independently entered the MA market—which it had previously served only through its Downline Partners—and MA has remained its primary product focus ever since.

Investment, IPO, and Technology Innovation

• In late 2019, GoHealth received a large-scale investment valuing the Company at $1.5 billion. The following year, it completed an initial public offering on the NASDAQ exchange under the ticker symbol "GOCO," raising $914 million at a valuation of approximately $6.6 billion in one of the largest healthcare IPOs of the year.
• Following the COVID-19 pandemic and the rapid adoption of healthcare technology, GoHealth launched a series of new platforms to strengthen its ability to enroll and support consumers:
  • Encompass (2020): Launched in mid-2020 to centralize and enhance the consumer experience, and expanded in 2022 to support the end-to-end Medicare enrollment process; the platform drove higher consumer satisfaction and a 20% improvement in overall retention.
  • PlanFit (2023): An analytics-driven tool providing customized assessments of consumers' Medicare coverage options to help agents match them with the best-suited plans.
  • PlanGPT: An AI-powered assistant built alongside PlanFit that retrieves key information from dense, lengthy plan documentation; in 2024, it reduced the average customer-agent call time by 10 minutes.
• In early October 2024, GoHealth acquired e-TeleQuote, a Medicare insurance marketplace, significantly expanding its distribution and operational capacity. e-TeleQuote became one of GoHealth's Downline Partners under the Company's external agent channel, GoPartner Solutions, allowing it to continue operating independently while gaining access to GoHealth's proprietary technology and marketing channels.

Organizational Structure

The Company's organizational structure consists of 16 corporate entities, eight of which are Debtors in these Chapter 11 cases. Of the remaining eight, five are domestically domiciled and three are foreign domiciled—one each in Slovakia, Pakistan, and Nicaragua.

GoHealth operates through an umbrella partnership-C-corporation ("Up-C") structure, under which Debtor GoHealth, Inc. is a holding company that conducts business through GoHealth Holdings, LLC.

• GoHealth, Inc. holds a majority of the outstanding GoHealth Holdings Interests and serves as the sole managing member of GoHealth Holdings, while a minority of those interests are held by other members. The GoHealth Holdings Interests are structurally senior to the GoHealth, Inc. Preferred Stock.
• Common Stock: GoHealth, Inc. Class A Common Stock trades on The Nasdaq Global Market under the ticker "GOCO" and carries both voting and economic rights, while Class B Common Stock—issued to holders of GoHealth Holdings Interests on a one-to-one basis—carries voting but no economic rights.
• Preferred Stock: In September 2022, GoHealth raised $50 million through the issuance of 50,000 shares of Series A Convertible Perpetual Preferred Stock, which accrues dividends at an annual rate of 7.00%, is convertible into Class A Common Stock, and ranks senior to the Common Stock with respect to dividends and distributions on liquidation.

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Operations Overview

GoHealth is a health insurance marketplace that earns a commission for matching consumers with the health plan best suited to their needs, and also receives payments from Carriers for various administrative services performed in connection with its MA business. The Company maintains two distinct business models—the Agency Business and the Non-Agency Business—each of which offers multiple products and services and operates through both the Company's internal licensed agents (the "Internal Agents") and its external Downline Partners.

Agency Business

Under its historical Agency Business model, GoHealth's agents generate commissions from the Carriers by enrolling consumers in health insurance plans and renewing existing enrollments.

• When a consumer decides to enroll in an MA plan, they are matched with an Internal Agent and receive a "PlanFit Check-Up"—a holistic health and benefits assessment, delivered through the Encompass workflow, that generates a unique PlanFit Score based on over 180 factors.
• The Internal Agent uses that score to guide the consumer to the right MA plan and then assists with enrollment by electronically submitting the required forms to the applicable Carrier.
• Once GoHealth becomes the "Agent of Record," it earns an initial, one-time commission on the new enrollment, followed by a stream of monthly renewal commissions for as long as the policyholder remains with the same insurance product.

The Agency Business is seasonal, with enrollment concentrated in the 53-day Annual Enrollment Period ("AEP"):

• Although AEP submissions are received in the fourth quarter, the resulting revenue does not begin converting into cash until the first quarter of the following year and continues to be collected as plans renew.
• The next-highest enrollment period runs from January 1 through March 31 during the MA open enrollment period, while the second and third quarters are the lowest. The monthly renewal commissions provide greater stability in cash collections.

Non-Agency Business

Developed several years ago as an initiative to generate additional revenue, the Non-Agency Business also engages consumers through the Encompass workflow, but rather than facilitating enrollment directly, GoHealth's agents qualify the consumer for a particular MA plan and transfer them to the applicable Carrier, which submits the enrollment to Medicare and acts as the Agent of Record.

• In most Encompass relationships, the Carriers separately retain GoHealth through a business-process-outsourcing arrangement to provide dedicated licensed agents to complete enrollments on the Carrier's behalf.
• The Carriers provide upfront funds to market policies, along with a one-time qualification fee upon each new enrollment. In the aggregate, this marketing, administrative-service, and qualification-fee revenue exceeds GoHealth's customer acquisition cost ("CAC") and is paid before or shortly after the CAC is incurred, though GoHealth receives no renewal commissions on non-agency enrollments.
• In 2025, the Non-Agency Business represented approximately 15% of GoHealth's total net revenue.

The Non-Agency Business also encompasses additional product lines that help diversify revenue and keep agents utilized year-round:

• GoHealth Protect: A suite of life insurance products launched in the first half of 2025 to complement the Company's Medicare offerings. It began with a "final expense" offering to help families cover funeral and burial costs, and also provides guaranteed acceptance without a diagnostic medical exam, making coverage accessible to consumers with pre-existing conditions.
  • During the third and fourth quarters of 2025, amid decreasing demand for MA plans, GoHealth shifted significant focus and resources to GoHealth Protect to reduce the seasonality of its revenue, provide a revenue cushion, and increase agent utilization. As with other non-agency products, GoHealth is not the Agent of Record, and its obligation is complete once the life insurance carrier receives the enrollment.
• Special Needs Plans ("SNPs"): Condition-specific MA plans designed for beneficiaries who are dually eligible for Medicare and Medicaid due to chronic or severe health or financial circumstances. By limiting membership to individuals with specific traits, SNPs are tailored to particular needs and, like GoHealth Protect, help boost revenue outside of the AEP. SNPs have historically been sold through both the Agency and Non-Agency Business.

Downline Partners (GoPartner Solutions)

GoHealth maintains an external agent channel, GoPartner Solutions (the "GPS Channel"), that operates across both business models. Through this channel, the Company collaborates with external agents (the "Downline Partners"), giving them access to its technology platform, health plan relationships, and support teams while extending GoHealth's reach to a broader consumer audience.

• Downline Partners rely on their own marketing efforts to identify consumers but otherwise use GoHealth's tools to help those consumers evaluate plans. The partner either refers the consumer directly to the Carrier—which completes the enrollment and becomes the Agent of Record under the Non-Agency Business—or completes the enrollment itself, in which case GoHealth becomes the Agent of Record under the Agency Business.
• In either case, GoHealth remits a contractually agreed portion of the commissions it receives to the applicable Downline Partner. While the Internal Agents generate the majority of GoHealth's revenues, the GPS Channel nonetheless represents a material portion of the Company's annual revenues.

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Prepetition Obligations

As of the Petition Date, the Debtors report approximately $772 million in total funded debt obligations, inclusive of accrued and unpaid interest on the principal amount outstanding under each credit facility. The Company’s funded debt consists of approximately $174 million in Super-Priority Term Loans and approximately $598 million in First Lien Term Loans, each agented by Blue Torch Finance, LLC. The prepetition capital structure is summarized below:

Super-Priority Credit Agreement

• On August 6, 2025, concurrently with entry into the 14th Amendment to the First Lien Credit Agreement, the Debtors and certain First Lien lenders entered into the Super-Priority Credit Agreement, by and among Blizzard Midco, LLC, as holding company, Norvax, LLC, as borrower, the lenders party thereto, and Blue Torch Finance, LLC, as administrative and collateral agent.
  • The facility is secured by a senior first-priority interest in the Prepetition Collateral and is guaranteed by Blizzard Midco, LLC, Connected Benefits, LLC, GoHealth, LLC, ETQ Holdings, LLC, e-TeleQuote Insurance, Inc., and Norvax, LLC.
  • The agreement governs a senior secured super-priority term loan that primed the First Lien Term Loan Facility, in an aggregate principal amount of $117 million (the “Super-Priority Term Loan Facility”), comprised of:
    • $82 million in new-money term loans, of which $40 million was funded upfront on the effective date, $40 million was available as delayed-draw term loans on or after October 1, 2025 (subject to certain restrictions), and $2 million represented a 3% paid-in-kind closing payment added to the principal balance at execution; and
    • $35 million in roll-up term loans resulting from the Revolving Loan Conversion.
  • The Super-Priority Term Loans bear interest in cash at, at the Debtors’ election, SOFR plus 5.50% or ABR plus 4.50%, and mature on August 5, 2029.
  • The new-money term loans are subject to a 2.00x multiple-on-invested-capital (MOIC), payable in cash upon any partial or full repayment, prepayment, maturity, or acceleration. The MOIC steps down to 1.75x for repayments occurring between January 1, 2026 and April 1, 2027.
  • As of the Petition Date, the outstanding principal amount of the Super-Priority Term Loans, excluding the MOIC, is approximately $117.4 million (approximately $174 million inclusive of the MOIC Premium).

First Lien Credit Agreement

• The Debtors are party to a credit agreement dated September 13, 2019, by and among Blizzard Midco, LLC, as holding company, Norvax, LLC, as borrower, the lenders party thereto, and Blue Torch Finance, LLC, as administrative and collateral agent, with the same guarantors as the Super-Priority Credit Agreement. The agreement provides for the First Lien Term Loan Facility, secured by a first-priority lien on substantially all of the Debtors’ assets (the “Prepetition Collateral”).
  • Prior to the 14th Amendment, the facility also included a revolving credit facility comprising the Class A and Class A-1 Revolving Credit Facilities, each of which was fully drawn immediately beforehand. The 14th Amendment terminated all revolving commitments: loans under the Class A facility were converted dollar-for-dollar into First Lien Term Loans, while loans under the Class A-1 facility were rolled into the Super-Priority Term Loans (the “Revolving Loan Conversion”).
  • The First Lien Term Loans bear interest at SOFR plus 7.50%, subject to the borrower’s election to pay a portion in kind, in which case the rate is Adjusted Term SOFR plus 8.00% (of which Adjusted Term SOFR plus 4.50% is payable in cash and 3.50% is paid in kind).
  • The loans mature on November 4, 2029. As of the Petition Date, the outstanding principal amount of the First Lien Term Loans is approximately $575.7 million (approximately $598 million inclusive of accrued and unpaid interest).

Intercreditor Agreement

• The relationship between the Super-Priority Term Loan Facility and the First Lien Term Loan Facility is governed by a superpriority intercreditor agreement dated August 6, 2025, between, among others, Blue Torch Finance, LLC in its capacity as administrative and collateral agent under the Super-Priority Credit Agreement and Blue Torch Finance, LLC in its capacity as administrative and collateral agent under the First Lien Credit Agreement.

Equity Interests

• As of May 12, 2026, the Debtors’ outstanding equity interests consisted of:
  • GoHealth Holdings Interests: 29,302,494 shares
  • GoHealth, Inc. Preferred Stock: 50,000 shares
  • GoHealth, Inc. Class A Common Stock: 16,686,419 shares
  • GoHealth, Inc. Class B Common Stock: 12,616,075 shares

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Events Leading to Bankruptcy

The IPO and a Mounting Debt Burden

• The circumstances giving rise to GoHealth’s chapter 11 filing largely trace back to the Company’s 2020 initial public offering. While the IPO was a clear success—raising over $900 million at a valuation of approximately $6.6 billion—its very success proved to be a source of GoHealth’s later challenges, inspiring a wave of new market entrants and intensifying competitive pressure in an industry that demanded continued investment to stay ahead.
  • In 2021, the Company entered into the fifth amendment to its First Lien Credit Agreement, refinancing its then-outstanding term loan facility and raising an incremental $200 million in new revolving commitments to acquire high-quality leads and grow market share in an increasingly competitive healthcare marketplace.
  • The Company’s ability to service this heavier debt load rested in part on assumptions regarding how long individuals would remain in a given insurance plan. Unforeseen shifts in the market and consumer behavior proved those assumptions incorrect, and GoHealth soon struggled to generate the cash necessary to meet its obligations.
  • Subsequent amendments increased the interest rate and tightened covenants, while a post-COVID rise in LIBOR further inflated debt service costs. In the aggregate, these forces more than doubled the Company’s interest rate even as its overall funded-debt balance grew significantly.

The Non-Agency Business and Its Unraveling

• To generate new revenue and offset its growing debt obligations, the Company pursued a series of strategic initiatives:
  • In 2022, GoHealth raised approximately $50 million of additional capital by issuing GoHealth, Inc. Preferred Stock through a private investment in public equity (“PIPE”) transaction supported by certain of its largest customers.
  • In late 2022, the Company designed and implemented its Non-Agency Business, built on two primary revenue streams: (a) marketing and administrative service fees paid by Carriers to facilitate the acquisition of new consumers, and (b) a one-time, upfront qualification fee from a Carrier upon placement of a new consumer in a health insurance policy.
  • In 2023, the Company hired and trained a significant number of agents to write Non-Agency Business ahead of the 2024 annual enrollment period (“AEP”), which runs each year from October 15 to December 7. The model initially generated sufficient revenue and cash to allow GoHealth to repay borrowings under its then-existing term loan facilities in March and October 2024.
• The business ultimately could not be sustained as headwinds mounted for the Carriers that fueled it:
  • Rising healthcare costs outpaced increases in government reimbursement rates, leaving Carriers responsible for increasingly expensive coverage for consumers they had already paid significant sums to acquire.
  • Heightened pressure from the Centers for Medicare and Medicaid Services (“CMS”) on Medicare Advantage (“MA”) plans—including updated condition risk score rules affecting payments, alongside continued legal risk tied to historical coding and billing practices—further eroded Carrier profitability in the MA space.
  • In response, Carriers scaled back the Non-Agency Business, reduced marketing spend, and curtailed broker distribution of certain high-cost plans, sharply reducing demand for GoHealth’s offering and impairing its business model.

The 2024 AEP and the Q1 2025 Liquidity Crisis

• GoHealth wrote a significant volume of new business during the 2024 AEP, but the portion attributable to the higher-value Non-Agency Business fell well short of expectations. The vast majority was instead Agency Business, which carries a much lower upfront commission paired with renewal commissions earned each year a participant re-enrolls (the “Backbook Asset”).
  • Because the year-one Agency commission is significantly less than GoHealth’s cost to acquire a consumer (“CAC”), and fewer Carriers contributed enough marketing dollars to offset that CAC, the Company’s Backbook Asset grew substantially while its projected first-quarter 2025 liquidity—when year-one commissions are typically paid—came in significantly below forecast.

Going-Concern Disclosure and the DOJ Complaint

• These persistent pressures culminated in a going concern disclosure in the notes to the Company’s Form 10-Q for the second quarter of 2025, filed on May 16, 2025. The disclosure generated immediate marketplace uncertainty and a sharp decline in the Company’s stock price, and prompted certain Carriers to voice serious concern about GoHealth’s ability to write new business during the 2025 AEP—raising the prospect that Carrier contract terminations could inflict severe financial and reputational harm. Resolving the going concern warning quickly therefore became essential.
• Compounding these challenges, on May 1, 2025, the U.S. Department of Justice filed a Complaint-in-Intervention (the “DOJ Complaint”) under the False Claims Act and Anti-Kickback Statute against a number of health insurers and brokers, including GoHealth.
  • The DOJ Complaint alleges, among other things, that from 2016 through at least 2021 the defendant insurers paid kickbacks to brokers—in the form of administrative or marketing payments—in exchange for enrolling consumers in MA plans, and that the defendants discriminated against certain Medicare beneficiaries under the age of 65.
  • GoHealth denies the allegations and intends to vigorously defend itself. As of the Petition Date, all defendants had answered and the parties were in the early stages of discovery. Defending the matter has consumed—and is expected to continue consuming—meaningful time and financial resources, adding further strain to the Company’s already constrained liquidity.

Prepetition Initiatives

• Credit Facility Amendments. In June 2025, amid its liquidity challenges and a looming June 30, 2025 maturity on its revolving credit facility, the Company retained Kirkland & Ellis LLP (“Kirkland”) and Alvarez & Marsal North America, LLC (“A&M”), among other advisors, and immediately engaged its lenders to avoid an event of default.
  • Through the 13th Amendment to the First Lien Credit Agreement, the parties extended the revolver’s maturity to September 30, 2025, signaling stability to the market and the Carriers while providing crucial covenant relief and time to pursue strategic alternatives. The amendment also enabled the Company to explore a receivables financing of its Backbook Asset.
  • The Company invested meaningful time and resources preparing a potential securitization of the Backbook Asset, but the transaction ultimately proved unactionable.
  • The Company and its lenders instead negotiated the August 2025 Transactions, anchored by a $117 million super-priority credit agreement entered on August 6, 2025—comprising $82 million of new capital and approximately $35 million of rolled-up revolving loans—together with the 14th Amendment. The 14th Amendment terminated all revolving commitments, extended the revolver maturity to August 5, 2029, permitted payment-in-kind of a portion of interest, waived term loan amortization until December 31, 2026, and provided further covenant relief.
  • The combination of new liquidity and covenant flexibility allowed GoHealth to secure financial statements free of a going concern qualification in its third-quarter Form 10-Q, filed August 12, 2025—an important show of stability heading into the 2025 AEP.
• Operational Changes. Recognizing that Non-Agency Business and related Carrier marketing spend were likely to remain modest, the Company shifted its operational focus accordingly.
  • GoHealth launched GoHealth Protect, a final expense insurance offering designed to reduce reliance on MA products and smooth the traditional seasonality of revenue around the AEP. While the Company is optimistic about GoHealth Protect, Special Needs Plans (“SNPs”), and other developing products, these investments have not yet grown enough to offset declining MA demand.
  • The Company concentrated on reducing its CAC, expanding into more lucrative fields such as SNPs and final expense insurance, and retaining policies underlying the Backbook Asset. Working with A&M, it also implemented several reductions in force and a broader cost-cutting strategy that preserved runway and helped avoid default under both the Super-Priority and First Lien Term Loan Facilities, all while tailoring and protecting its critical Carrier relationships.
• Governance and Advisors. On the closing date of the Super-Priority Term Loan Facility, GoHealth appointed three new independent directors—Alan Carr, Timothy Pohl, and William Transier—and formed a four-member Transformation Committee to oversee the evaluation of strategic alternatives, including potential merger, sale, refinancing, and restructuring transactions.
  • On September 27, 2025, the Company retained Moelis & Company (“Moelis”) and, under the Transformation Committee’s oversight, launched a strategic transaction process to explore potential merger options with select counterparties.

The 2025 AEP and Pivot to a Change of Control

• The 2025 AEP proved relatively successful in light of the market- and company-specific challenges GoHealth faced, with the Company demonstrating operational resilience and very strong customer retention while keeping overhead costs limited. Questions nonetheless lingered about its long-term sustainability.
• The Company continued pursuing a potential merger through and beyond the 2025 AEP, but by late February 2026 those transactions appeared unlikely to materialize in the near term. GoHealth accordingly pivoted from a third-party deal toward a potential change of control transaction with its lenders.
  • Having secured an unqualified audit opinion in its 2025 Form 10-K filed March 31, 2026—and forecasting no covenant or payment defaults over the next twelve months—the Company faced no near-term trigger forcing a transaction. It therefore made clear that any change of control pursued by its lenders had to deliver an appropriate recovery to junior stakeholders.

The Prepackaged Plan

• Following lengthy negotiations, the Company reached an agreement in principle with 100% of its prepetition lenders, 61% of the holders of GoHealth, Inc. Class A Common Stock, and greater than 99% of the holders of GoHealth Holdings, LLC interests on a holistic restructuring that transitions ownership to the secured lenders while leaving junior stakeholders unimpaired or providing meaningful recoveries. The Plan contemplates, among other things:
  • issuance of a $20 million exit facility that will, in part, fund the Equity Recovery Pool;
  • conversion of approximately $174 million of loans under the Super-Priority Credit Agreement into second-out term loans, and approximately $588 million of loans under the First Lien Credit Agreement into third-out term loans;
  • reinstatement of all general unsecured claims and of preferred equity interests;
  • a $10 million cash recovery to holders of the Company’s common equity (the “Equity Recovery”); and
  • customary Debtor and third-party releases, subject to an ongoing independent Investigation.
• On May 14, 2026, the Company’s independent directors, assisted by Pachulski Stang Ziehl & Jones LLP, commenced an investigation into potential claims and causes of action—including against parties that have historically held a majority of the Company’s equity—which the Debtors expect to conclude before the proposed confirmation hearing.

Path Forward

• The Debtors seek to move through these chapter 11 cases expeditiously—targeting a combined disclosure statement and confirmation hearing 39 days after the Petition Date—so that GoHealth can emerge well ahead of the critical pre-AEP period that begins each year on August 1 and the 2026 AEP that follows.
  • To fund operations during the cases, the Debtors negotiated the consensual use of cash collateral with their Prepetition Secured Parties, who hold security interests in substantially all of the Debtors’ assets. With no meaningful unencumbered cash available, access to cash collateral is essential to meet payroll, satisfy ordinary-course payables, and fund the administration of the cases.
  • Under the Initial Budget prepared with A&M, the Debtors project a remaining cash balance of approximately $7 million after four weeks and approximately $6 million after six weeks—sufficient, subject to continued access to cash collateral, to operate in the ordinary course.
  • A swift emergence is expected to minimize uncertainty among employees, Carriers, and other critical partners, preserve the Company’s agent network, and conserve liquidity by limiting administrative costs—positioning GoHealth to protect the Carrier and customer relationships that underpin its long-term success.