EXHIBIT 4
STRICTLY CONFIDENTIAL
May 18, 2023
The Board of Directors (the “Board”)
GoHealth, Inc.
214 West Huron St.
Chicago, Illinois 60654
Dear Members of the Board:
The undersigned funds and other entities affiliated with Centerbridge Capital Partners III, L.P. (collectively, the “Centerbridge Funds”) and NVX Holdings, Inc., BCCJ, LLC, Clinton P. Jones and Brandon M. Cruz (collectively, the “Co-Founder Parties” and, together with the Centerbridge Funds, the “Stockholders”) are pleased to submit this non-binding proposal to acquire 100% of the outstanding shares of Class A common stock (the “Class A Common Stock”) of GoHealth, Inc. (the “Company”) and common units of GoHealth Holdings, LLC (“GoHealth Holdings”) that are not owned by the Stockholders, for cash consideration of $20.00 per share or unit, on the terms and subject to the conditions set forth herein (our “Proposal” and such potential acquisition, the “Transaction”)1. Our Proposal represents a premium of approximately 15% to the Company’s market price as of the close of trading on May 18, 2023 and a premium of approximately 70% and approximately 40% to the Company’s volume-weighted average closing share price for the last 30 trading days and 90 trading days ending May 18, 2023, respectively.
We believe that the Transaction is in the best interests of the Company and its stockholders. Our Proposal provides the Company’s stockholders with an opportunity to obtain immediate liquidity and certainty of value at a premium to the Company’s current stock price.
Centerbridge’s investment committee has approved the submission of this Proposal. Our Proposal is subject to the completion of confirmatory due diligence and the negotiation and execution of mutually acceptable definitive transaction documentation, which we have instructed our counsel to prepare and will share in due course.
In addition, we would also expect to speak with certain of the Company’s existing investors and current and potential third-party lenders, including with respect to potential financing or an amendment, extension or other modification of the Company’s existing financing arrangements, prior to the execution of definitive transaction documentation. Our Proposal is conditioned on the agreement of holders of shares of the Company’s Series A convertible perpetual preferred stock (the “Series A Preferred Stock”) to not exercise any “change of control” put right that may be available to such holders in connection with the consummation of the Transaction and to roll over their shares of Series A Preferred Stock, Series A-1 convertible non-voting preferred stock and Common Stock in connection with the Transaction.
1 | Our Proposal assumes that the Company does not and will not declare any dividends on its Class A Common Stock. |