CUSIP No. 38046W105 |
13D |
Page 2 of 9 pages |
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).
1 |
Names
of Reporting Persons
NVX
Holdings, Inc. |
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)
OO |
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 |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
6,232,352 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
6,232,352 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,232,352 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent
of Class Represented by Amount in Row (11)
40.8% |
14 |
Type
of Reporting Person
CO |
|
|
|
|
CUSIP No. 38046W105 |
13D |
Page 3 of 9 pages |
1 |
Names
of Reporting Persons
Brandon
M. Cruz |
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)
|
|
OO |
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 |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
|
194,319 |
8 |
Shared
Voting Power
6,247,139 |
9
|
Sole
Dispositive Power
194,319 |
|
10
|
Shared
Dispositive Power
6,247,139 |
|
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,441,458 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent
of Class Represented by Amount in Row (11)
42.3% |
14 |
Type
of Reporting Person
IN |
|
|
|
|
CUSIP No. 38046W105 |
13D |
Page 4 of 9 pages |
1 |
Names
of Reporting Persons
Clinton
P. Jones |
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)
OO |
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 |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
194,319 |
8 |
Shared
Voting Power
6,247,139 |
9 |
Sole
Dispositive Power
194,319 |
10 |
Shared
Dispositive Power
6,247,139 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,441,458 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent
of Class Represented by Amount in Row (11)
42.3% |
14 |
Type
of Reporting Person
IN |
|
|
|
|
CUSIP No. 38046W105 |
13D |
Page 5 of 9 pages |
1 |
Names
of Reporting Persons
BCCJ,
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)
OO |
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 |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
14,787 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
14,787 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,787 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent
of Class Represented by Amount in Row (11)
0.2% |
14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
|
|
|
|
CUSIP No. 38046W105 |
13D |
Page 6 of 9 pages |
Explanatory
Note
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the United
States Securities and Exchange Commission on November 25, 2022 (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 CCP III Cayman GP Ltd., CB Blizzard Holdings C, L.P., Centerbridge Associates
III, L.P., CCP III AIV VII Holdings, L.P., CB Blizzard Co-Invest Holdings, L.P., CB Blizzard Lower Holdings GP A, LLC, CB Blizzard Lower
Holdings A, L.P., Blizzard Aggregator, LLC, CB Blizzard Lower Holdings GP B, LLC, CB Blizzard Lower Holdings B, L.P., and Jeffrey H.
Aronson (collectively, the “CB 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 CB Stockholders do not already own for a price per share or LLC Interest
equal to $20.00 (the “Proposed Transaction”). The Proposal is non-binding, and the Reporting Persons and the CB
Stockholders have not proposed any specific structure for the Proposed Transaction nor have they received any feedback from the Issuer.
The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text
of the Proposal, which is filed herewith as Exhibit 4 and incorporated herein by reference.
The
Proposal is non-binding in nature and does not obligate in any way the Reporting Persons or the Issuer to negotiate or enter into definitive
documentation with respect to a transaction or otherwise complete the Proposed Transaction, and a binding commitment with respect to
the Proposed Transaction will result only from the execution and delivery of definitive documentation. Any definitive documentation entered
into in connection with the Proposed Transaction is likely to be subject to customary closing conditions. The Reporting Persons make
no assurances that the Proposed Transaction contemplated by the Proposal will be consummated, even if the Issuer accepts the Proposal,
and make no assurance as to the terms of any such transaction if one were to be consummated.
Neither
the Proposal nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell
any of the Issuer’s securities.
If
the Proposed Transaction is consummated, one or more of the transactions, events or actions specified in clauses (a) through (j) of Item
4 of Schedule 13D may result, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary
corporate transaction (such as a merger) involving the Issuer, other material changes in the Issuer’s business or corporate structure,
and the shares of the Class A Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act and would be delisted from the Nasdaq Stock Market.
The
Reporting Persons intend to continue to engage in discussions with, among others, management, the Board, stockholders (including the
CB Stockholders) and other stakeholders of the Issuer, 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) or the business, operations, assets, strategy, future plans, prospects,
corporate structure, 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 proposals and counterproposals. The
Reporting Persons reserve the right to modify or withdraw the Proposal at any time. While the Proposal remains under consideration by
the Issuer, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with,
the Issuer and its representatives. The Reporting Persons do not intend to update additional disclosures regarding the Proposal until
a definitive agreement has been reached with respect to the Proposed Transaction, or unless disclosure is otherwise required under applicable
U.S. securities laws.
CUSIP No. 38046W105 |
13D |
Page 7 of 9 pages |
The
Reporting Persons intend to regularly review their investment in the Issuer on a continuing basis and may from time to time and at any
time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Schedule
13D, as may be amended from time to time, and any limitations imposed by the Issuer’s financial position and strategic direction,
actions taken by the Board, price levels of the Issuer’s securities, 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 as they deem appropriate. These actions may include, (i) acquiring additional shares of Class A Common Stock and/or other
equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of
the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities
in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) 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, including, among others, any terms related to the Proposal. 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.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
– (b)
The
following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class
A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which
each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose
or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 9,041,091
shares of Class A Common Stock outstanding as of May 1, 2023, as provided by the Issuer in the Quarterly Report on Form 10-Q filed
by the Issuer on May 9, 2023, plus, as applicable, 6,178,532 and 2,921 shares of Class A Common Stock underlying the LLC Interests held
of record by NVX and BCCJ, respectively:
Reporting Person | |
Amount
beneficially owned | | |
Percent of class | | |
Sole
power to vote or to direct the vote | | |
Shared
power to vote or to direct the vote | | |
Sole
power to dispose or to direct the disposition | | |
Shared
power to dispose or to direct the disposition | |
NVX Holdings, Inc. | |
| 6,232,352 | | |
| 40.8 | % | |
| 0 | | |
| 6,232,352 | | |
| 0 | | |
| 6,232,352 | |
Brandon M. Cruz | |
| 6,441,458 | | |
| 42.3 | % | |
| 194,319 | | |
| 6,247,139 | | |
| 194,319 | | |
| 6,247,139 | |
Clinton P. Jones | |
| 6,441,458 | | |
| 42.3 | % | |
| 194,319 | | |
| 6,247,139 | | |
| 194,319 | | |
| 6,247,139 | |
BCCJ, LLC | |
| 14,787 | | |
| 0.2 | % | |
| 0 | | |
| 14,787 | | |
| 0 | | |
| 14,787 | |
NVX
is the record holder of 53,820 shares of Class A Common Stock and 6,178,532 LLC Interests. BCCJ is the record holder of 11,866 shares
of Class A Common Stock and 2,921 LLC Interests. Each of Messrs. Jones and Cruz is the record holder of 4,967 shares of Class A Common
Stock.
Messrs.
Jones and Cruz are the Chief Executive Officer and President of NVX, respectively, and are members of the Board of Managers of BCCJ.
As a result, each of Messrs. Jones and Cruz may be deemed to beneficially own the securities held by each of NVX and BCCJ.
In
addition, each of Messrs. Jones and Cruz may be deemed to beneficially own: (i) 5,016 shares of Class A Common Stock underlying stock
options, (ii) 3,925 shares of Class A Common Stock underlying restricted stock units and (iii) 180,411 shares of Class A Common Stock
underlying Blizzard Management Feeder LLC Interests, in each case that are currently vested or will vest within 60 days.
CUSIP No. 38046W105 |
13D |
Page 8 of 9 pages |
By
virtue of the agreements made pursuant to the Stockholders Agreement and the matters described in Item 4 above, the Reporting
Persons and the CB Stockholders may constitute a “group” within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the “Exchange Act”), which group may be deemed to collectively beneficially own 16,007,486 shares
of Class A Common Stock of the Issuer, constituting approximately 77.6% of the 9,041,091 shares of the Class A Common Stock
outstanding, plus the 5,386,178 shares of Class A Common Stock underlying the LLC Interests held of record by CB Blizzard B and the
6,181,453 shares of Class A Common Stock underlying the LLC Interests held of record by certain of the Reporting Persons, as
calculated on the basis of Rule 13d-3 of the Exchange Act. However, the Reporting Persons expressly disclaim beneficial ownership of
the 9,566,028 shares of Class A Common Stock (including 5,386,178 shares of Class A Common Stock underlying LLC Interests held of
record by CB Blizzard B) beneficially owned by the CB Stockholders. The CB Stockholders have filed a
separate Schedule 13D with respect to their interests in the Issuer and the Proposal.
(c)
During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock.
(d)
None.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is hereby supplemented as follows:
The
information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits.
Item
7 of the Schedule 13D is hereby amended and supplemented by inserting the following exhibit:
|
|
|
Exhibit Number |
|
Description |
|
|
|
1 |
|
Joint
Filing Agreement. |
|
|
|
2 |
|
Stockholders
Agreement, dated July 15, 2020, by and among GoHealth, Inc. and the persons and entities listed on the schedules attached thereto (incorporated
by reference to Exhibit 10.4 to the Issuers Current Report on Form 8-K filed with the SEC on July 17, 2020). |
|
|
|
3 |
|
Registration
Rights Agreement, dated July 15, 2020, by and among GoHealth, Inc. and each other person identified on the schedule of investors attached
thereto (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed with the SEC on July 17, 2020).
|
|
|
|
4. | |
Proposal dated May
18, 2023. |
CUSIP No. 38046W105 |
13D |
Page 9 of 9 pages |
SIGNATURES
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.
Date:
May 19, 2023
|
NVX Holdings,
Inc. |
|
|
|
|
By: |
/s/
Brandon M. Cruz |
|
Name: |
Brandon
M. Cruz |
|
Title: |
President |
|
|
|
|
Clinton
P. Jones |
|
|
|
|
By: |
/s/ Clinton P. Jones |
|
|
|
|
Brandon
M. Cruz |
|
|
|
|
By: |
/s/ Brandon M. Cruz |
|
|
|
|
BCCJ, LLC |
|
|
|
|
By: |
/s/
Brandon M. Cruz |
|
Name: |
Brandon M. Cruz |
|
Title: |
Manager |