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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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GoHealth, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
38046W204 (CUSIP Number) |
Derek Leo Blue Torch Capital LP, 150 E. 58th Street, 39th Floor New York, NY, 10155 212-503-5850 Franklin Shulkin Akin Gump Strauss Hauer & Feld LLP, 2300 N. Field Street, Suite 1800 Dallas, TX, 75201 214-969-4287 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
Blue Torch Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,445,181.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
Kevin Genda | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,445,181.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
GoHealth, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
222 W Merchandise Mart Plaza, Suite 1750, Chicago,
ILLINOIS
, 60654. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by: (i) Blue Torch Capital LP, a Delaware limited partnership ("Blue Torch"), which serves as the investment manager to certain funds (the "Blue Torch Funds") with respect to the shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of GoHealth, Inc. (the "Issuer") directly held by the Blue Torch Funds; and (ii) Kevin Genda, the Managing Member of KPG BTC Management LLC, the Sole Member of Blue Torch Capital GP LLC, the general partner of Blue Torch ("Mr. Genda," together with Blue Torch, KPG BTC Management LLC and Blue Torch Capital GP LLC, the "Blue Torch Parties"), with respect to the shares of Class A Common Stock directly held by the Blue Torch Funds.
Each of Blue Torch and Mr. Genda is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | The principal business address of each of the Blue Torch Parties is 150 East 58th Street, 39th Floor, New York, NY 10155. |
| (c) | The principal business of each of the Blue Torch Parties is investment management. |
| (d) | None of the Blue Torch Parties has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Blue Torch Parties has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Blue Torch is a Delaware limited partnership. Mr. Genda is a citizen of the United States of America. KPG BTC Management LLC is a Delaware limited liability company. Blue Torch Capital GP LLC is a Delaware limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 4 of this Schedule 13D is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
On August 6, 2025, in connection with its refinancing transactions, the Issuer and certain of its subsidiaries entered into Amendment No. 14 to that certain Credit Agreement, dated as of September 13, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"). As consideration for, and condition to, the lenders' entry into the amendment to the Existing Credit Agreement, the Issuer issued shares of its Class A Common Stock to lenders thereunder and their affiliates, including the Blue Torch Funds. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each Reporting Person. The aggregate percentage of Class A Common Stock reported beneficially owned by each Reporting Person is based upon 11,222,135 shares of Class A Common Stock outstanding as of August 5, 2025, based on information provided by the Issuer, plus 4,766,219 shares of Class A Common Stock issued on August 6, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Except as described in Item 4 of this Schedule 13D, no transactions in shares of Class A Common Stock have been effected by the Reporting Persons during the past sixty (60) days. |
| (d) | Other than the Reporting Persons and the Blue Torch Funds, no persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 of this Schedule 13D is incorporated herein by reference.
Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to such statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other
except to the extent that he or it knows that such information is inaccurate.
DATED: August 12, 2025
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BLUE TORCH CAPITAL LP
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/s/ Kevin Genda
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Name: Kevin Genda
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Title: Chief Executive Officer
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/s/ Kevin Genda
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KEVIN GENDA
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