Explanatory Note
This Amendment No. 4 to Schedule 13D (Amendment No. 4) amends and supplements the Schedule 13D originally filed with the United States
Securities and Exchange Commission on November 25, 2022 (as amended to date, the Schedule 13D), relating to the shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), of
GoHealth, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended and supplemented as follows:
On the evening of May 18, 2023, the Reporting Persons and NVX Holdings, Inc., Brandon M.
Cruz, Clinton P. Jones and BCCJ, LLC (collectively, the Founder Stockholders) delivered a non-binding proposal (the Proposal) to the Board of Directors (the Board) of the
Issuer offering to acquire all of the outstanding shares of Class A Common Stock and LLC Interests that the Reporting Persons and the Founder Stockholders do not already own for a price per share or LLC Interest equal to $20.00 (the
Proposed Transaction).
In response to feedback from the special committee of the Board (the Special Committee) that it will not
pursue a transaction with the Reporting Persons and the Founder Stockholders under the terms set forth in the Proposal, the Reporting Persons and the Founder Stockholders informed the Special Committee on the evening of August 24, 2023 that they
would withdraw the Proposal and cease to pursue the Proposed Transaction.
Notwithstanding the withdrawal of the Proposal, the Reporting Persons intend to
continue to engage in discussions with, among others, management, the Board, stockholders (including the Founder Stockholders) and other stakeholders of the Issuer or its subsidiaries, and/or third parties, including potential acquirers, service
providers and debt and equity financing sources, and other relevant parties and may take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation, asset sales or other
asset transactions or purchases or repurchases of stock, debt or other securities and instruments) or the business, operations, assets, strategy, future plans, prospects, corporate structure, capital structure (including financings, refinancings and
amendments, extensions or other modifications of the existing debt facilities of the Issuer or its subsidiaries), Board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer, which discussions may include proposing or considering new proposals.
Notwithstanding the withdrawal of the Proposal, the Reporting Persons intend to regularly review their investment and continue to manage their holdings in the
Issuer and GoHealth Holdings, LLC on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, any limitations imposed by the Issuers financial position and
strategic direction, actions taken by the Board, price levels of the Issuers securities or debt instruments, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and
industry conditions, take such actions with respect to the investment in the Issuer and GoHealth Holdings, LLC as they deem appropriate. These actions may include (i) acquiring additional shares of Class A Common Stock and/or other equity,
term loans, revolving loans, other debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities or debt instruments of the Issuer or its subsidiaries (collectively, Interests)
in the open market or otherwise; (ii) exercising or refraining from exercising any rights or obligations with respect to such Interests; (iii) disposing of any or all of their Interests in the open market or otherwise; (iv) engaging
in any hedging or similar transactions with respect to the Interests; or (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Although the foregoing reflects activities presently contemplated by the Reporting Persons, the foregoing is subject to change at any time, and the Reporting
Persons reserve their right to change their plans and intentions with respect to the Issuer, including in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time and from
time to time, subject to any applicable limitations imposed by any applicable laws.