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2: EX-10.1 Material Contract HTML 942K
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(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_________________________
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass
A Common Stock, $0.0001 par value per share
iGOCO
iThe Nasdaq Global Market
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. i☐
Item 1.01. Entry into a Material Definitive Agreement
On June
11, 2021, GoHealth, Inc. (the “Company”) entered into Amendment No. 5 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 5”). Amendment No. 5 amends the original credit agreement, dated as of September 13, 2019, as amended by Amendment No. 1 to the Credit Agreement and Incremental Facility Amendment, dated as of March 20, 2020, Incremental Facility and Technical Amendment No. 2 to the Credit Agreement, dated as of May 7, 2020, Incremental Facility Agreement No. 3, dated as June 11, 2020, and Amendment No. 4 to the Credit Agreement and Incremental Facility Agreement, dated as of May 7, 2021.
Amendment No. 5 (i) creates a new class of incremental
term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million, which will be used to refinance $295.5 million of outstanding principal under the Term Loan Facility dated September 13, 2019, and (ii) creates two separate classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million.
The 2021 Incremental Term Loans bear interest at either (i) alternate base rate (“ABR”) plus 3.00% per annum or (ii) LIBOR plus 4.00% per annum. Borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or LIBOR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or LIBOR plus 4.00% per annum. All other material terms remain
unchanged.
A copy of Amendment No. 5 is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of Amendment No. 5 is qualified in its entirety by reference to the full text of Amendment No. 5.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.
Cover
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
