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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) |
Adam Bensley 250 West 55th St., 26th Floor, New York, NY, 10019 212-970-1400 (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
Redwood Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
924,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
Redwood Capital Management Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
924,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, PN |
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
Double Twins K, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
924,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. | 38046W204 |
| 1 |
Name of reporting person
Ruben Kliksberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
924,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 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:
250 West 55th St., 26th Floor, New York,
NEW YORK
, 10019. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by: (i) Redwood Capital Management, LLC, which serves as the investment manager to certain funds (the "Redwood 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 Redwood Funds; (ii) Redwood Capital Management Holdings, LP, the sole member of Redwood Capital Management, LLC; (iii) Double Twins K, LLC, the general partner of Redwood Capital Management Holdings, LP; and (iv) Ruben Kliksberg, the Managing Member of Double Twins K, LLC.
Each of Redwood Capital Management, LLC, Redwood Capital Management Holdings, LP, Double Twins K, LLC and Mr. Kliksberg is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | The principal business address of each of the Reporting Persons is 250 West 55th St., 26th Floor, New York, NY 10019. |
| (c) | The principal business of each of the Reporting Persons is investment management. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons 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) | Redwood Capital Management, LLC is a Delaware limited liability company. Redwood Capital Management Holdings, LP is a Delaware limited partnership. Double Twins K, LLC is a Delaware limited liability company. Mr. Kliksberg is a citizen of the United States of America. |
| 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 Redwood 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 Redwood 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.
Other than as described herein, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. | |
| 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 FILING AGREEMENT
The undersigned agree that this Schedule 13D dated August 13, 2025 relating to the Class A common stock, par value $0.0001 per share, of GoHealth, Inc. shall be filed on behalf of the undersigned.
| REDWOOD CAPITAL MANAGEMENT LLC | |
| By: Redwood Capital Management Holdings, LP, its sole member, By: Double Twins K, LLC, its general partner, By: /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | |
| Title: Managing Member | |
| REDWOOD CAPITAL MANAGEMENT HOLDINGS, LP | |
| By: Double Twins K, LLC, its general partner, By: /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | |
| Title: Managing Member | |
| DOUBLE TWINS K, LLC | |
| By: /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | |
| Title: Managing Member | |
| RUBEN KLIKSBERG | |
| By: /s/ Ruben Kliksberg | |