GoHealth, Inc. and seven affiliates filed prepackaged Chapter 11 petitions on June 7, 2026 in the District of Delaware. By the time the cases reached the courthouse, the outcome was already negotiated. Every prepetition lender had voted to accept the plan, the first-day orders were entered three days later, and the entire proceeding was built to confirm a plan and emerge in roughly forty days.

What you are looking at is not a turnaround. The plan does not contemplate a reorganized operating company that returns to growth. It contemplates a controlled wind-down. The reorganized entity becomes a Delaware limited liability company that stops selling and spends the next three decades collecting on an existing commission book. The capital structure, the budget, and the timeline all serve that single objective.

The numbers tell the arc on their own. A company that listed at a $6.6 billion valuation in 2020 now carries $772 million in funded debt against total assets of roughly $918 million and total liabilities of roughly $987 million as of March 31, 2026. The disclosure statement values the distribution to common equity at $10 million. That gap between the listing valuation and the equity distribution frames the rest of this report.

GoHealth was founded in 2001 in Chicago as Norvax, Inc., rebranded in 2012, and built a technology-enabled marketplace that connects consumers with Medicare Advantage plans. It earns its money two ways. In the agency business, it acts as a licensed insurance agent and collects trailing commissions over the life of each enrolled policy. In the non-agency business, it generated and sold leads to carriers for an upfront fee. The second of those models is what broke.

When carriers pulled back their Medicare Advantage marketing spend, the non-agency revenue that the company had been counting on did not materialize. That shortfall arrived on top of a debt load assembled largely around the 2020 listing, and the combination left the company without a path to service its obligations out of declining revenue. A government enforcement overhang and a going-concern warning followed, and access to capital narrowed at exactly the moment the company needed it most.

The restructuring did not happen all at once. It moved through a sequence of steps over roughly a year, each one narrowing the options before the company and its advisors pivoted to a lender-led change of control.

The August 2025 step deserves a second look, because it set the governance architecture for everything that followed. The appointment of three independent directors and the creation of a committee with exclusive authority over strategic alternatives, both arriving alongside the new money, point to lenders conditioning their support on decision-making insulated from the former controlling shareholders. The investigation opened in May 2026 is consistent with that same governance concern.

The joint prepackaged plan sorts claims and interests into eleven classes. Reading the treatment top to bottom shows you where the value goes and where it stops. Secured lenders take the company. General unsecured creditors are made whole. Common equity receives a small fixed pool, and the most junior stock receives nothing.

Recovery figures are estimates drawn from the disclosure statement and remain subject to confirmation and to the ultimate realization of the underlying assets.

The unusual feature is the order. Preferred Stock is reinstated and carried into the reorganized entity at par plus accrued dividends, a projected allowed amount of roughly $56.9 million, while First Lien Claims senior to it in the conventional capital stack are pegged at a recovery of 19% or less. That sequencing only holds together because the First Lien lenders voted to accept it. The treatment reads as a consensual element of the negotiated deal rather than a strict application of priority, with the preferred reinstated on the theory that its existing contractual rights are being honored without modification rather than receiving a distribution on account of a junior position.

The reorganized company emerges with three term loan tranches that share a common maturity of July 17, 2031. The lenders are not funding new money into a growth plan. They are converting their existing exposure into takeback paper, adding a modest new money facility for liquidity, and carving out a small slice of that facility to fund the equity distribution.

The $20 million new money exit facility sits first in the waterfall and provides operating liquidity, with $10 million of it earmarked to fund the Equity Recovery Pool. The Senior Takeback Debt sits second-out and the Junior Takeback Debt third-out, preserving the relative priority between the Super-Priority and First Lien facilities that the parties built prepetition. The takeback structure means the lenders hold the same assets after emergence that secured their loans before it, now in a cleaner, deleveraged form.

The equity distribution puts the change in the company's value in concrete terms. Common holders in Classes 6 and 8 share a $10 million pool, funded out of the new money exit facility. Spread across roughly 45.99 million eligible shares, that works out to approximately $0.22 per share. The Class B common stock, some 12.6 million shares, receives nothing at all.

One drafting detail reinforces the point. Lenders who also hold equity positions must waive their specified pro rata share of the pool, which keeps the secured creditors who already receive 100% of the reorganized equity from reaching back into the equity recovery. The provision ensures the pool flows to genuine outside equity holders rather than circling back to the lenders, and it closes off an obvious objection before it can be raised.

Every prepackaged plan has to answer the same question for the judge. Would creditors do better in a Chapter 7 liquidation than under the plan? The liquidation analysis answers it, and the answer explains why the parties pursued a negotiated run-off rather than a forced sale.

The value loss is concentrated in one line. The net contract asset carries a book value of roughly $570 million, but a forced sale of trailing commission rights would draw only deeply discounted bids, somewhere in the range of 10% to 20% of book. Concentration in a handful of carriers, the complexity of the underlying counterparty relationships, and a collection horizon stretching beyond thirty years all push a buyer’s price down. Against $772 million in claims, a liquidation yields $68 million to $123 million in distributable value.

Run the recovery through the waterfall and the contrast is clear. In liquidation, the Super-Priority claims recover somewhere between 39% and 71%, the First Lien claims recover nothing across every scenario, and every junior class recovers nothing. Under the plan, by contrast, even the First Lien class that tops out at 19% does better than the zero it would see in a Chapter 7. That comparison satisfies the best interests test, and it explains why a class recovering 19% or less still voted unanimously to accept.

The debtors are funding these cases with cash collateral rather than a debtor-in-possession loan. With the lenders already holding all of the funded debt and consenting to the use of their cash, there was no reason to layer new money on top. The trade-off is that the company operates inside a tightly drawn six-week budget with almost no room to miss.

By the target emergence in Week 6, projected liquidity falls to $6.2 million against a $5.0 million minimum liquidity covenant, a cushion of just $1.2 million. There is no slack in that figure. Any meaningful slip beyond the July 17 emergence target would force either additional financing or a relaxation of the covenant, which is precisely why the timeline is built the way it is. The adequate protection package gives the lenders replacement liens, section 507(b) superpriority claims for any diminution in value, ongoing payment of their professionals, and the budget compliance and variance reporting that let them watch the cash week by week.

One first-day motion protects an asset that does not appear on the operating balance sheet. The debtors hold a substantial stock of tax attributes, and an uncontrolled change in equity ownership before the planned change of control could trigger limitations under section 382 that would erode their value. The stock transfer procedures exist to prevent that from happening by accident.

The procedures require notice to the debtors, and court approval, before any transfer that would push a holder across a 4.5% ownership threshold or increase the position of an existing large holder. The legal theory treats the attributes as property of the estate, with an unauthorized transfer that risks a section 382 ownership change functioning as a violation of the automatic stay. There is a wrinkle worth flagging. The reorganized entity converts from a C corporation to an LLC and operates in run-off, which may limit how much of this attribute stock the company can actually use, even as the bankruptcy exception under section 382(l)(5) may preserve the attributes from the annual limitation given that creditors will own all of the reorganized equity.

The defining characteristic of a prepackaged case is that the voting is substantially done before the petition is filed. GoHealth solicited its sophisticated creditors prepetition under Securities Act exemptions and reserved postpetition solicitation for its retail equity holders. The preliminary tabulation shows the level of support the plan carries into confirmation.

Every voting class cleared its statutory threshold, and each one did so unanimously among those who voted. That gives the debtors substantial margin on the impaired-accepting-class requirement and removes any realistic dispute over the arithmetic of acceptance. The remaining work is qualitative rather than numerical: the issues a court still has to weigh sit outside the vote count.

The scheduling order entered June 10, 2026 lays out a calendar that leaves little room for drift. The plan supplement, the final first-day hearing, the equity voting and objection deadline, the confirmation briefing, and the confirmation hearing all fall within a tight five-week window.

Three issues sit outside the vote and are worth watching. The first is the third-party releases. The releases are structured as opt-in for equity holders and deemed granted for lenders through their acceptance ballots, and the scheduling order expressly reserves the court’s determination of whether the releases are consensual. That reservation reflects the heightened scrutiny releases face in Delaware following recent appellate law, and the opt-in design is built to strengthen the consensual argument.

The second is the independent investigation. It examines potential claims against former majority equity holders and is expected to conclude before the confirmation hearing, with the plan reserving a right to be amended based on the outcome. The tension is one of sequence: a confirmed plan that releases the debtors’ claims could extinguish the very claims the investigation is designed to surface, which puts practical pressure on resolving the investigation before the releases take effect.

The third is the government enforcement action. The pending False Claims Act matter is a contingent liability whose plan treatment is not fully spelled out in the first-day record. It likely falls outside the debtor release, which carves out retained causes of action, and the government is unlikely to opt into a third-party release, so its treatment is a question the plan supplement and later filings will need to address.

Reduced to its essentials, the plan moves the company from its former owners to its lenders, keeps trade creditors whole to preserve operations through the wind-down, leaves common equity a small fixed recovery, and places the workforce on a transition path.

Secured Lenders

The lenders take the company. Super-Priority holders receive takeback debt at face value, First Lien holders receive takeback debt plus all of the reorganized equity, and both benefit from a mandatory cash sweep projected to return $112 million over three and a half years. The 19%-or-less recovery range on the First Lien claims is a function of uncertainty in the contract asset, not a ceiling. If collections run ahead of the projections, that recovery moves up.

Equity Holders

Common holders receive roughly $0.22 per share and a choice about the release. Opting in grants it; declining preserves whatever claims a holder might have against the released parties. Class B holders receive nothing, which creates a real divide between the two common classes that the plan does not paper over.

General Unsecured Creditors

Trade and other general unsecured creditors are reinstated or paid in full. The first-day authority to pay trade claims simply accelerates what the plan would do at emergence, and the result is a constituency with no economic reason to object and no committee likely to form.

Employees and Carriers

The roughly 296 employees face a transition to third-party servicing assumed by July 2027, which points toward the elimination of most remaining roles, including the internal licensed agents, even as the first-day relief keeps wages and benefits flowing through the case. The carrier relationships are the other side of the run-off. They are the sole source of cash collections, and the order continuing the carrier programs, together with the stay relief that lets carriers run their ordinary chargeback processes, is what keeps that revenue intact.

Stand back from the individual constituencies and the logic of the case is consistent throughout. A business whose growth model is gone is being converted into a financial asset, the commission book, and handed to the parties best positioned to collect it. The plan is the mechanism for that conversion, and the forty-day timeline is the cost of doing it before the enrollment window closes.