ContextLogic (LOGC) Company Report

ContextLogic Holdings Inc. launched a fully backstopped $115 million rights offering at $8.00 per share to finance its $907.5 million acquisition of US Salt Parent Holdings, LLC.
The Rights Offering commenced on January 22, 2026, and will expire on February 20, 2026, at 5:00 p.m. ET. Each right entitles the holder to purchase 0.53486 shares of common stock at the $8.00 per share exercise price.
The offering is fully backstopped by Abrams Capital and BC Partners Credit, ensuring the acquisition's funding even if not fully subscribed.
A 4.9% ownership threshold is in place for stockholders exercising rights to preserve approximately $2.9 billion in net operating loss carryforwards (NOLs).
Chad Chevalier was appointed Interim Chief Financial Officer, effective January 16, 2026.

Jan 22, 2026, 2:28 PM

8-K

ContextLogic Launches Rights Offering to Fund US Salt Acquisition

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M&A

New Projects/Investments

ContextLogic Holdings Inc. (LOGC) has initiated a fully backstopped $115 million rights offering at $8.00 per share to finance its $907.5 million acquisition of US Salt Parent Holdings, LLC.
The subscription period for the rights offering began on January 22, 2026, and will conclude on February 20, 2026, at 5:00 p.m. ET.
Each right entitles the holder to purchase 0.53486 shares of ContextLogic common stock at the $8.00 per share exercise price.
During the subscription period, the company's ticker symbol will be LOGC.d, indicating that rights are attached and trade with the common stock, not separately.
To safeguard approximately $2.9 billion in net operating loss carryforwards (NOLs), stockholders are prohibited from exercising rights if it would lead to an ownership stake of 4.9% or more.

Jan 22, 2026, 2:05 PM

Press Release

ContextLogic Holdings Inc. Announces Strategic Transformation and US Salt Acquisition

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M&A

New Projects/Investments

ContextLogic Holdings Inc. has undergone a significant transformation, divesting its former Wish.com business and retaining $162 million in balance sheet liquidity and $2.9 billion in federal net operating losses.
In 2025, the company was recapitalized by BC Partners and Abrams Capital, establishing a new business ownership platform with the acquisition of US Salt as its anchor subsidiary.
US Salt, a producer of high-purity evaporated salt, reported revenue of $98,291 thousand and net income of $10,616 thousand for the nine months ended September 30, 2025.
US Salt has historically maintained an Adjusted EBITDA Margin near 40% and high Free Cash Flow conversion , with an Adjusted EBITDA of $42,202 thousand for the nine months ended September 30, 2025. The pro forma combined entity, following the US Salt acquisition, reported total assets of $962 million and total liabilities of $256 million as of September 30, 2025.

Jan 20, 2026, 1:02 PM

8-K

ContextLogic Holdings Inc. Enters Backstop Agreement and Announces Leadership Changes

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M&A

CEO Change

Executive Compensation

ContextLogic Holdings Inc. (Parent) entered into a Backstop Subscription agreement with an Investor (Abrams Capital Partners) to support a $115,000,000 Rights Offering, as of December 8, 2025.
If the Rights Offering is not fully subscribed, the Investor will purchase either Common Stock from Parent for up to $21,429,100 at $8.00 per share or Class A Convertible Preferred Units from Holdings for up to $92,000,000 at $8.00 per unit.
Rishi Bajaj stepped down as Chief Executive Officer on December 7, 2025, and Mark Ward was appointed President on the same date.
In connection with his departure, Mr. Bajaj will receive an $825,000 incentive bonus, full vesting of 474,443.55 time-based Class P Units, and continued eligibility for 1,897,773.05 performance-based Class P Units. An additional 600,000 Class P Units will be granted to an entity controlled by Mr. Bajaj, vesting if the common stock reaches $30 per share by December 31, 2030.

Dec 11, 2025, 2:54 AM

8-K

ContextLogic to Acquire US Salt

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M&A

New Projects/Investments

Guidance Update

ContextLogic, following the divestiture of Wish.com in April 2024, is pursuing an acquisition strategy focused on niche, competitively advantaged, long-duration businesses, targeting 9-18% free cash flow per share growth.
The company announced the acquisition of US Salt for $907.5 million in enterprise value, representing 14.5x NTM midpoint estimated adjusted EBITDA.
US Salt, described as a marquee business, reported approximately $131 million in LTM Revenue and a 42% LTM Adjusted EBITDA margin, with 100+ years of remaining reserves.
The transaction will be financed by a combination of $324 million equity rollover, $292 million ContextLogic cash, $215 million new debt, and a $115 million backstopped rights offering.
The acquisition is targeted to close in 1H26 and is projected to contribute to ContextLogic's ~$31 - 38 million in free cash flow for 2026.

Dec 8, 2025, 2:00 PM

Presentation

ContextLogic Announces Acquisition of US Salt and Formation of New Business Ownership Platform

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M&A

New Projects/Investments

Convertible Preferred Issuance

ContextLogic is transforming into a strategic acquisition-driven compounder, leveraging approximately $2.9 billion in net operating losses and other tax attributes.
The company announced the acquisition of US Salt, an evaporated salt producer with over 40% adjusted EBITDA margins and estimated reserves for over 100 years. The transaction is expected to close in the first half of 2026.
The acquisition involves a $115 million rights offering, fully backstopped by a fund advised by BC Partners Credit and Abrams Capital at $8 per share.
Post-closing, Abrams Capital is expected to be the largest equity holder with approximately 39% ownership, while public equity holders will own about 38% and BC Partners about 21%.
ContextLogic targets compounding free cash flow per share growth at 9-18% annually and expects $31 million-$38 million in free cash flow for full-year 2026.

Dec 8, 2025, 2:00 PM

Transcript

ContextLogic Announces Acquisition of US Salt and New Business Platform

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M&A

Convertible Preferred Issuance

New Projects/Investments

ContextLogic announced the acquisition of US Salt and the formation of a new business ownership platform, with the transaction expected to close in the first half of 2026.
The new platform, backed by Abrams Capital and BC Partners, aims to be an acquisition-driven compounder, leveraging ContextLogic's $2.9 billion of net operating losses and other tax attributes.
US Salt, the anchor acquisition, is a high-purity evaporated salt producer with over 40% Adjusted EBITDA margins and 8% annualized revenue growth since 2016.
ContextLogic targets 9-18% annual free cash flow per share growth and projects $31 million-$38 million in free cash flow for a full year 2026.
Post-closing, Abrams Capital will own approximately 39%, public equity holders about 38%, and BC Partners about 21% of the combined entity on an aggregate basis.

Dec 8, 2025, 2:00 PM

Transcript

ContextLogic announces acquisition of US Salt and formation of new business ownership platform

LOGC

M&A

New Projects/Investments

Convertible Preferred Issuance

ContextLogic announced the acquisition of US Salt and its transformation into a strategic acquisition-driven compounder, backed by Abrams Capital and BC Partners.
The acquisition of US Salt, a producer of high-purity evaporated salt with 40%-45% Adjusted EBITDA margins, is expected to close in the first half of 2026.
Abrams Capital is expected to be the largest equity holder with approximately 39% on an aggregate basis, while BC Partners committed to purchasing up to $150 million of convertible preferred units and will own about 21%.
ContextLogic expects $31 million-$38 million in free cash flow for full-year 2026 and holds roughly $2.9 billion in net operating losses plus other tax attributes.

Dec 8, 2025, 2:00 PM

Transcript

ContextLogic to Acquire US Salt for $907.5 Million, Pivoting to Business Ownership Platform

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M&A

Board Change

Management Change

ContextLogic Holdings Inc. announced its agreement to acquire US Salt for an enterprise value of $907.5 million, marking the company's transformation into a differentiated business ownership platform focused on niche, long-duration businesses.
The transaction will be financed through approximately $292 million in cash from ContextLogic (including $150 million from BC Partners Credit), $215 million in new debt, and an expected $115 million from a registered rights offering fully backstopped by Abrams Capital and BC Partners at $8 per share.
Abrams Capital will roll over an equity stake in US Salt valued at approximately $315 million.
Upon closing, expected in the first half of 2026, the aggregate ownership structure will be approximately 39% for Abrams Capital, 38% for existing ContextLogic shareholders, and 21% for BC Partners.
Raja Bobbili of Abrams Capital is expected to become the new Chairman of the ContextLogic Board, Mark Ward has been appointed President, and Rishi Bajaj has stepped down as CEO.

Dec 8, 2025, 12:57 PM

8-K

ContextLogic reports Q3 2025 results and updates on acquisition strategy

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Earnings

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New Projects/Investments

ContextLogic completed its previously announced reorganization plan in Q3 2025, which further protects the company's considerable tax assets, and maintained operational efficiency.
For Q3 2025, the company incurred $3 million in general and administrative expenses, earned $2 million in interest income, and generated a modest operating profit (excluding non-cash and transaction-related expenses).
ContextLogic closed the quarter with $218 million in cash, cash equivalents, and marketable securities, representing a $1 million decrease from the prior quarter.
The company is actively pursuing its acquisition strategy, having broadened its pipeline and evaluating opportunities, and remains optimistic about strategic opportunities.