GoHealth Files Prepackaged Chapter 11, Hands Control to Lenders on $772M Debt

GoHealth, Inc. filed a fully consensual prepackaged chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Lead Case No. 26-10914) on June 7, 2026, with every solicited class accepting before the petition and a debt-for-equity plan that hands the reorganized Medicare Advantage broker to its Blue Torch-agented first lien lenders. The case is engineered to run on cash collateral rather than new DIP paper, with a combined disclosure statement and confirmation hearing set for July 16, 2026 and a targeted effective date of July 31, 2026. Bloomberg Law reported that the plan drew support from 100% of voting lenders and more than 60% of Class A stockholders solicited before filing.

The restructuring wipes out most of the value still attached to public equity. Holders of Class A common stock are slated to split a $10 million cash recovery while the first lien lenders receive all of the new common equity in the reorganized company; general unsecured creditors and preferred equity ride through unimpaired. Nasdaq notified the company that its Class A shares will be delisted effective June 16, 2026. At its 2020 IPO, GoHealth commanded a roughly $6.6 billion valuation.

Debtor	GoHealth, Inc. (and jointly administered debtor affiliates)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	26-10914
Judge	Hon. Thomas M. Horan
Petition Date	June 7, 2026

Open the public case profile for docket context, hearings, advisors, and plan updates.

From $6.6 Billion IPO to Carrier Pullback and a DOJ Kickback Suit

GoHealth is a health-insurance marketplace and broker concentrated in the Medicare Advantage (MA) market. The company completed its IPO in 2020, raising more than $900 million at an initial valuation of roughly $6.6 billion. The business runs on two models: an Agency Business that books lower upfront commissions plus annually recurring renewal commissions on the carrier relationship it places, and a Non-Agency Business that earns marketing and administrative service fees from carriers plus one-time qualification fees for placing consumers into plans.

CEO Vijay Kotte's First Day Declaration attributes the collapse to a cluster of MA-specific pressures rather than a single event. As rising healthcare costs outpaced government reimbursement, carriers cut marketing spend and broker distribution, impairing the Non-Agency model; during the 2024 Annual Enrollment Period GoHealth leaned harder on the Agency Business, whose lower upfront commissions are materially below the company's cost to acquire a consumer. CMS separately tightened MA condition-risk-score rules, creating legal exposure around historical coding and billing practices.

Two discrete shocks compounded the margin pressure. On May 1, 2025 the Department of Justice filed a kickback complaint alleging the company paid illegal inducements to enroll consumers in MA plans, forcing significant defense spending; a Q1 2026 earnings review tied to the same period flagged covenant breaches and a going-concern warning on roughly $702 million of debt. Diminished liquidity projections then drove a going-concern disclosure in the notes to the company's second-quarter 2025 Form 10-Q, and post-COVID inflation plus rising rates more than doubled GoHealth's interest cost while funded debt grew, prompting successive covenant amendments.

Blue Torch Capital Stack and the 2025 Super-Priority Financing

As of the petition date the debtors carried approximately $772 million in total funded debt, all of it agented by Blue Torch Finance, LLC. The stack splits into two term-loan tranches: roughly $575.7 million of first-priority first lien term loans and roughly $117.4 million of super-priority term loans that prime the first lien, both maturing in 2029. Law360 separately pegged the case as a prepack aimed at addressing $772 million in debt.

The super-priority tranche was created out of court in 2025, after the first lien structure was already under strain. On August 6, 2025 GoHealth entered a $117 million super-priority credit agreement that provided $82 million of new money — split into $40 million upfront, $40 million delayed-draw, and a $2 million PIK closing payment — and rolled up roughly $35 million of existing revolver loans. The new-money super-priority term loans carry a 2.00x multiple-on-invested-capital premium, stepping down to 1.75x for repayments made between January 1, 2026 and April 1, 2027.

The same August 2025 restructuring eliminated the revolver entirely. Under the 14th Amendment, Class A-1 revolving loans were rolled into the super-priority term loans and Class A revolving loans were converted dollar-for-dollar into first lien term loans; the amendment also terminated all revolving commitments, waived term-loan amortization until December 31, 2026, and extended the revolver maturity to August 5, 2029. An earlier 13th Amendment in June 2025 had provided interim covenant relief by extending the revolver maturity to September 30, 2025. The cumulative effect was to push nearly all funded debt into two Blue Torch-agented term-loan claims sitting ahead of every other stakeholder — the constituency that now takes ownership under the plan.

Cash Collateral, No DIP, and the July 31 Effective-Date Milestone

The debtors did not seek new DIP financing. Instead they asked the court for authority to use the prepetition secured parties' cash collateral, after an initial motion was withdrawn and refiled at Docket 20. The secured parties whose cash collateral is being used are the Blue Torch-agented first lien and super-priority lenders.

The adequate protection package is the price of that liquidity. The cash collateral motion grants the super-priority and first lien agents replacement adequate-protection liens on pre- and postpetition property (excluding avoidance actions until the final order), section 507(b) superpriority administrative claims, and payment of the lenders' and any unsecured creditors' committee professional fees, all subject to a Carve-Out for statutory fees and allowed professional fees plus a post-trigger cap. Use of cash collateral is limited to an approved budget subject to permitted variances.

The cash collateral milestones drive an unusually compressed timeline, measured from the petition date unless waived by the Required Lenders: plan and disclosure statement filed within one day; interim cash collateral order within three business days; final order within 40 days; confirmation order within 50 days; and an effective date no later than July 31, 2026, extendable for 60 days at the Required Lenders' option. That schedule is consistent with management's stated intent to emerge before the 2026 Medicare Annual Enrollment Period, when the broker earns the bulk of its placement commissions.

Debt-for-Equity Prepack: First Lien Lenders Take Control

The joint prepackaged plan is a change-of-control, debt-for-equity reorganization that transfers ownership to the first lien lenders. Holders of Class 4 First Lien Claims receive the New Common Interests in the reorganized company; general unsecured creditors and preferred equity are unimpaired; and Class A common stockholders receive a $10 million cash recovery in lieu of equity. Four classes were solicited and entitled to vote — Class 3 (Super-Priority Loan Claims), Class 4 (First Lien Claims), Class 6 (GoHealth Holdings Interests), and Class 8 (Class A Common Stock).

GoHealth solicited votes before filing, against a May 12, 2026 voting record date and a May 19, 2026 lender voting deadline, and every voting class accepted. According to the preliminary voting declaration of John Burlacu, Class 3 Super-Priority Loan Claims voted 100% by amount ($173,952,831.80) and number (33 claims), and Class 4 First Lien Claims voted 100% by amount ($592,573,890.20) and number (36 claims). The two interest classes followed: Class 6 GoHealth Holdings Interests voted 100% by units (12,562,102) and holders (4), and Class 8 Class A Common Stock voted 100% by shares (10,137,278) and holders (36). The voting "amount accepted" figures reflect claim amounts including accrued interest and premium and exceed the principal balances reported in the First Day Declaration.

The plan's release architecture is structured as opt-in. The Released Parties run to the Debtors, the Reorganized Debtors, the Agents, the Releasing Parties, and each entity's current and former affiliates and Related Parties; Class 3 and Class 4 holders who vote to accept are deemed to release automatically, while interest holders in Classes 6 and 8 (and parties presumed to accept or deemed to reject) must affirmatively opt in. Exculpation and injunction provisions sit at Article VIII.E–F of the plan. No DIP, plan, or first-day objections appear on the early docket, although two creditor constituencies organized and appeared: an Ad Hoc Revolver Group represented by Cahill Gordon & Reindel and an Ad Hoc Group of Term Lenders represented by Akin Gump Strauss Hauer & Feld and Delaware counsel Young Conaway Stargatt & Taylor, which filed a Rule 2019 statement disclosing its holdings.

Professionals, Confirmation Schedule, and Key Timeline

The debtors assembled a standard prepack advisory bench. Kirkland & Ellis LLP serves as lead counsel (engaged in June 2025), with Pachulski Stang Ziehl & Jones LLP as Delaware co-counsel; Alvarez & Marsal is financial advisor and Moelis & Company is investment banker, engaged September 27, 2025 to evaluate strategic alternatives. Donlin, Recano & Company, LLC serves as claims and noticing agent under a retention application filed at Docket 8.

The scheduling order sets a combined disclosure statement approval and confirmation hearing for July 16, 2026 at 1:00 p.m. ET, with plan and confirmation objections due July 8, 2026 at 4:00 p.m. ET and interests' opt-in deadline the same day. The same order conditionally waived the section 341 meeting of creditors and the requirement to file schedules and statement of financial affairs, and set the initial plan supplement for July 1, 2026 with the final voting report, confirmation brief, and reply due July 13, 2026. The court separately directed joint administration of the affiliated debtors' cases.

Date	Event
2020	IPO raises over $900 million at ~$6.6 billion valuation
May 1, 2025	DOJ files MA kickback complaint
June 2025	Kirkland & Ellis and Alvarez & Marsal engaged; 13th Amendment gives covenant relief
Aug 6, 2025	$117M super-priority credit agreement ($82M new money, ~$35M roll-up); 14th Amendment converts revolver into term loans
Sept 27, 2025	Moelis & Company engaged to evaluate strategic alternatives
Q2 2025	Going-concern disclosure in Form 10-Q
May 12, 2026	Voting record date
May 19, 2026	Lender voting deadline (Classes 3 and 4)
June 7, 2026	Chapter 11 petitions, plan, disclosure statement, and first-day motions filed
June 16, 2026	Nasdaq delisting of Class A common stock effective
July 8, 2026	Plan/confirmation objection deadline; interests' opt-in deadline
July 16, 2026	Combined disclosure statement approval and confirmation hearing
On or before July 31, 2026	Targeted effective date (60-day lender extendable)

Frequently Asked Questions

Why did GoHealth file chapter 11?

The First Day Declaration attributes the filing to MA-specific pressure: carrier marketing cutbacks that broke the Non-Agency model and left upfront commissions below customer-acquisition cost, CMS risk-score tightening, a May 2025 DOJ kickback complaint, rising interest expense on a growing debt load, and a Q2 2025 going-concern disclosure.

Who takes ownership of the reorganized company?

Holders of Class 4 First Lien Claims receive all of the New Common Interests. Common stockholders receive a $10 million cash recovery collectively, and general unsecured creditors and preferred equity are unimpaired.

Did the plan have lender support before filing?

Yes. Against a May 12, 2026 record date, every solicited class voted 100% to accept, including 100% of the first lien and super-priority lenders by amount and number.

Is there DIP financing?

No. The debtors are running the case on prepetition cash collateral provided by the Blue Torch-agented first lien and super-priority lenders, backed by a replacement-lien and section 507(b) adequate protection package.

Who is the claims agent?

Donlin, Recano & Company, LLC serves as claims and noticing agent under the retention application filed at Docket 8. The scheduling order conditionally waived the section 341 meeting and the schedules and statement of financial affairs.

Related coverage: GoHealth's prepackaged debt-for-equity structure parallels Mitel Networks' $1.15B prepackaged plan and Trinseo's $2.72 billion prepackaged equitization; for litigation-driven healthcare distress, see OneCore Health's $15M tort judgment and recapitalization, and for an insurance-industry peer, see Global Benefits Group's Subchapter V liquidation.