GoHealth - Chapter 11 Plan Terms

Plan Terms

Overview

• The Debtors propose this Plan for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code.
  • Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor and does not contemplate the substantive consolidation of any of the Debtors.
• The Plan incorporates certain settlements of issues among the Debtors and various parties in interest, including the Ad Hoc TL Group and the Ad Hoc Revolver Group.
  • As among the settlement parties, the applicable provisions of the Plan constitute a good faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, satisfied, or otherwise resolved pursuant to the Plan.
• The consenting stakeholder groups are represented as follows:
  • The Ad Hoc TL Group, comprising (a) Initial Term Lenders and DDTL Term Lenders under the Super-Priority Credit Agreement and (b) Term Lenders under the First Lien Credit Agreement, is represented by Akin Gump Strauss Hauer & Feld LLP, as counsel; FTI Consulting, Inc., as financial advisor; and a local law firm in each relevant jurisdiction.
  • The Ad Hoc Revolver Group, comprising (a) Rolled Term Lenders under the Super-Priority Credit Agreement and (b) Revolving Lenders under the First Lien Credit Agreement, is represented by Cahill Gordon & Reindel LLP, as counsel; RPA Advisors, LLC, as financial advisor; and a local law firm in each relevant jurisdiction.
• A "Consenting Lender" is any lender that is a Holder of Super-Priority Loan Claims or First Lien Claims that has executed a Ballot in favor of the Plan.

Key Dates

• Lender Voting Deadline: May 17, 2026.
• Outside Date: July 31, 2026.
• Effective Date: the first Business Day after the Confirmation Date on which (a) the Confirmation Order is in effect and not subject to stay; (b) all conditions precedent set forth in Article IX.A of the Plan have been satisfied, in the reasonable judgment of the Debtors and the Required Lenders, or waived, and the Restructuring Transactions are consummated; and (c) the Debtors declare the Plan effective, provided that the Effective Date shall occur no later than the Outside Date.

Sources of Consideration

• The Debtors shall fund or make distributions under the Plan with: (1) the Debtors' cash on hand as of the Effective Date; (2) the Exit Facilities; and (3) the New Equity Interests.

Treatment of Claims and Interests

• Super-Priority Loan Claims (Class 3):
  • Deemed Allowed in the aggregate amount of $173,923,593, inclusive of (i) the principal amount of loans made under the Super-Priority Credit Agreement, (ii) the MOIC Premium, and (iii) accrued and unpaid interest on the portion of the loans not subject to the MOIC Premium, plus (x) accrued and unpaid interest on loans subject to the MOIC Premium, (y) accrued and unpaid interest on the MOIC Premium, and (z) any other fees, costs, or amounts due and owing under the Super-Priority Credit Agreement.
  • Treatment: on the Effective Date, each Holder shall receive, in full and final satisfaction of its Claim, its Pro Rata share of the Senior Takeback Debt.
• First Lien Claims (Class 4):
  • Deemed Allowed in the aggregate amount of $598,275,099, inclusive of accrued and unpaid interest on the principal amount of loans made under the First Lien Credit Agreement and any other fees, costs, or amounts due and owing thereunder.
  • Treatment: on the Effective Date, each Holder shall receive, in full and final satisfaction of its Claim, its Pro Rata share of:
    • the Junior Takeback Debt; and
    • the New Common Interests, subject to dilution, if any, on account of the Management Incentive Plan.
  • A Holder of an Allowed First Lien Claim that is a member of the Ad Hoc Revolver Group may advise the Debtors in writing no less than five (5) Business Days prior to the Effective Date that it declines receipt of its Pro Rata share of the New Common Interests, in which case such declined New Common Interests shall be re-allocated pro rata among the members of the Ad Hoc Revolver Group that do not decline receipt.
• GoHealth Holdings Interests (Class 6):
  • On the Effective Date, each Holder of an Allowed GoHealth Holdings Interest shall receive, in full and final satisfaction of such Interest, its Specified Pro Rata Share of the Equity Recovery Pool. Class 6 is Impaired and Holders are entitled to vote.
• GoHealth, Inc. Preferred Stock (Class 7):
  • On the Effective Date, all Allowed GoHealth, Inc. Preferred Stock shall be Reinstated and converted to GoHealth Preferred Interests—i.e., membership interests in Reorganized GoHealth in accordance with the New Organizational Documents.
• GoHealth, Inc. Class A Common Stock (Class 8):
  • On the Effective Date, each Holder of Allowed GoHealth, Inc. Class A Common Stock (other than Holders of such Interests that are Debtors) shall receive, in full and final satisfaction of such Interest, its Specified Pro Rata Share of the Equity Recovery Pool.
• GoHealth, Inc. Class B Common Stock (Class 9):
  • On the Effective Date, all GoHealth, Inc. Class B Common Stock shall be cancelled, released, discharged, extinguished, and of no further force or effect, and Holders shall receive no distribution.

Equity Recovery Pool

• The Equity Recovery Pool consists of $10,282,831.85 in Cash, funded from the proceeds of the New Money Exit Facility.
• Holders of Allowed GoHealth Holdings Interests and Allowed GoHealth, Inc. Class A Common Stock (other than Holders of Class A Common Stock that are Debtors) shall receive their respective Specified Pro Rata Share of the Equity Recovery Pool, calculated as the aggregate GoHealth, Inc. Class A Common Stock and Class B Common Stock held by a given Holder (numerator), divided by the total outstanding GoHealth, Inc. Class A Common Stock plus total outstanding Class B Common Stock (denominator).
  • Each Holder of GoHealth, Inc. Class A Common Stock or GoHealth Holdings Interests that is also a lender under the First Lien Credit Agreement or the Super-Priority Credit Agreement shall waive its right to recover its Specified Pro Rata Share of the Equity Recovery Pool.

Exit Facilities

• The Exit Facility means the Junior Takeback Debt, the Senior Takeback Debt, and/or the New Money Exit Facility, as applicable. On the Effective Date, the Reorganized Debtors shall enter into the Exit Facilities, the terms, conditions, structure, and principal amount of which are set forth in the Exit Facility Documents.
  • The Senior Takeback Debt is senior takeback debt in the amount of $173,923,593, to be issued to Holders of Super-Priority Loan Claims in accordance with the Exit Facility Documents.
• On the Effective Date, the Reorganized Debtors shall enter into the Exit Facilities.
• Confirmation of the Plan shall constitute (a) approval of the Exit Facilities and the Exit Facility Documents; and (b) authorization for the Debtors and the Reorganized Debtors to take any and all actions necessary or appropriate to consummate the Exit Facilities, including executing and delivering the Exit Facility Documents, without any further notice to or order of the Bankruptcy Court.

Management Incentive Plan

• Following the Effective Date, the New Board shall adopt and implement a Management Incentive Plan, which may provide for grants of cash-based awards and/or equity or equity-based awards with respect to New Common Interests to employees, directors, consultants, and other service providers of the Reorganized Debtors.
• The terms and conditions of the Management Incentive Plan, including all awards granted thereunder, shall be determined by the New Board in consultation with the Chief Executive Officer of Reorganized GoHealth, including with respect to participants, allocation, timing, and the form, structure, and extent of issuance and vesting.

TRA Amendment

• The TRA is that certain tax receivable agreement, dated July 15, 2020, by and among GoHealth, Inc., GoHealth Holdings, LLC, and the several TRA Holders from time to time party thereto.
• On or before the Effective Date, certain of the Debtors and certain of the TRA Holders party thereto shall enter into the TRA Amendment, substantially in the form set forth in the Plan Supplement.

Restructuring Transactions

• The Restructuring Transactions are the transactions described in Article IV of the Plan and the Restructuring Transactions Memorandum, the form of which shall be included in the Plan Supplement.
• The Confirmation Order shall, pursuant to sections 105, 363, 1123, and 1141 of the Bankruptcy Code, authorize all actions as may be necessary or appropriate to effectuate the Restructuring Transactions described in, approved by, contemplated by, or necessary to effectuate the Plan or any of the Definitive Documents.

Restructuring Expenses

• Restructuring Expenses consist of the reasonable and documented fees and out-of-pocket expenses, accrued since the inception of their respective engagements related to the Restructuring Transactions (including the Plan) and not previously paid by or on behalf of the Debtors, of (a) the Ad Hoc TL Group Advisors and (b) the Ad Hoc Revolver Group Advisors, in each case in accordance with any applicable engagement letter of such professional or other agreements and without further order of, or application to, the Bankruptcy Court.
• Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date or as reasonably practicable thereafter (to the extent not previously paid during the Chapter 11 Cases), without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, and without any requirement for Bankruptcy Court review or approval.

Releases

• The Plan provides for a Debtor Release (Article VIII.C) and a Third-Party Release (Article VIII.D).
• The "Released Parties" include, in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Agents; (d) the Releasing Parties; (e) each current and former Affiliate of each Entity in clauses (a) through (f); and (f) each Related Party of each Entity in clauses (a) through (e).
• The "Releasing Parties" include, in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Agents; (d) all Holders of Claims in Class 3 or Class 4 who vote to accept the Plan; (e) all Holders of Interests in Class 6 and Class 8 who affirmatively opt in to the releases; (f) all Holders of Claims or Interests presumed to accept the Plan who affirmatively opt in; (g) all Holders of Claims or Interests deemed to reject the Plan who affirmatively opt in; and (h) each current and former Affiliate and (i) each Related Party of the foregoing Entities to the extent such Entity is legally entitled to bind such Related Party.
• Notwithstanding the foregoing, the Debtor Release does not release (1) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement executed to implement the Plan; (2) any Causes of Action specifically retained by the Debtors pursuant to the schedule of retained Causes of Action; or (3) any Released Party from actual fraud, willful misconduct, or gross negligence, as determined by a Final Order.
• Likewise, the Third-Party Release does not release (1) any post-Effective Date obligations under the Plan, the Confirmation Order, any Restructuring Transaction, or any implementing document; (2) the rights of any Holder of Allowed Claims to receive distributions under the Plan; (3) any Causes of Action specifically retained by the Debtors pursuant to the schedule of retained Causes of Action; or (4) any Claims against a Released Party arising from actual fraud, willful misconduct, or gross negligence, as determined by a Final Order.

Exculpation

• The "Exculpated Parties" include, in each case solely in its capacity as such and to the extent permitted by law: (a) each of the Debtors; and (b) each of the Debtors' current and former (i) directors, limited liability company managers, and officers, and (ii) attorneys, financial advisors, or other professionals or advisors retained with Bankruptcy Court approval during any portion of the Chapter 11 Cases.

Conditions Precedent to the Effective Date

• The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan and the Restructuring Transactions, and all applicable regulatory or government-imposed waiting periods shall have expired or been terminated.
• All accrued and unpaid Restructuring Expenses shall have been paid in full.
• The Bankruptcy Court shall have entered the Confirmation Order and the Final Cash Collateral Order, each of which shall (1) be in form and substance acceptable to the Required Lenders and the Debtors and (2) have become a Final Order.
• The New Common Interests and GoHealth Preferred Interests shall have been issued by the Reorganized Debtors (or shall be issued concurrently with the effectiveness of the Plan).
• The Exit Facility Documents, subject to the consent rights set forth in the Plan, shall have been executed and/or effectuated (or shall be executed and/or effectuated concurrently with the effectiveness of the Plan) and shall be in form and substance acceptable to the Debtors and the Required Lenders.
• The Debtors shall have assumed (or amended and assumed) the Carrier Contracts.
• The TRA Amendment shall have been executed and/or effectuated (or shall be executed and/or effectuated concurrently with the effectiveness of the Plan).
• Each Definitive Document (including any exhibits, schedules, amendments, modifications, or supplements thereto) shall have been executed or otherwise effectuated and be in form and substance reasonably acceptable to the Debtors and the Required Lenders, except as otherwise specified in the Plan.
• The fees and expenses of retained Professionals required to be approved by the Bankruptcy Court shall have been paid in full, or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in the Professional Fee Escrow Account.
• The New Organizational Documents, subject to the consent rights set forth in the Plan, shall have been executed and/or effectuated (or shall be executed and/or effectuated concurrently with the effectiveness of the Plan) and shall be in form and substance acceptable only to the Required Lenders in their sole discretion.
• No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued any order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring Transactions or any of the Definitive Documents.
• As of the Effective Date, no temporary restraining order, preliminary or permanent injunction, judgment, or other order preventing the Restructuring Transactions or any transactions contemplated by any Definitive Document shall have been entered, issued, rendered, or made; nor shall any such proceeding be commenced, pending, or threatened by a governmental body; nor shall any law be promulgated or enacted that makes the consummation of the Restructuring Transactions or such transactions illegal, void, or rescinded.