Core Viewpoint - ContextLogic Holdings Inc. is launching a fully backstopped $115 million rights offering to fund its $907.5 million acquisition of US Salt Parent Holdings, marking a significant transformation for the company into a diversified business ownership platform [1][2]. Rights Offering Details - The rights offering will allow for the issuance of a maximum of 14,375,000 new shares, which represents approximately 20.9% of the company's share capital post-transaction [2]. - Each share of ContextLogic common stock will include one subscription right, allowing holders to purchase 0.53486 shares at a price of $8.00 per share during the subscription period from January 22, 2026, to February 20, 2026 [4][5]. - The ticker symbol for the company will change to LOGC.d during the subscription period to indicate that rights are attached [6]. Financial Commitment - The rights offering is fully backstopped by Abrams Capital and BC Partners Credit at an effective purchase price of $8.00 per share [7]. Important Terms - Rights are not separately transferable or tradable from the underlying common stock until the offering is completed or terminated [6]. - To preserve approximately $2.9 billion in net operating loss carryforwards, no stockholder may exercise rights that would result in ownership exceeding 4.9% of ContextLogic common stock without prior board approval [6]. Acquisition Context - The rights offering is contingent upon the successful closing of the acquisition of US Salt, which is expected to close immediately prior to the rights offering's completion [8].

Core Viewpoint - ContextLogic has announced the acquisition of US Salt, which will lead to the formation of a new business ownership platform supported by Abrams Capital and BC Partners [1]. Group 1: Acquisition Details - The acquisition of US Salt by ContextLogic is a significant strategic move aimed at enhancing the company's market position [1]. - The new business ownership platform will be backed by notable investment firms, Abrams Capital and BC Partners, indicating strong financial support for the initiative [1]. Group 2: Management and Communication - The call was hosted by key executives including Ted Goldthorpe, Chairman of ContextLogic, and Mark Ward, President of ContextLogic, along with Raja Bobbili and David Sugarman [4]. - A recording and transcript of the call will be made available online, ensuring transparency and accessibility for the investor community [2].

Summary of ContextLogic's Acquisition of US Salt Company and Industry Overview - **Company**: ContextLogic (NasdaqGS: LOGC) - **Acquisition Target**: US Salt - **Industry**: Salt production, specifically high-purity evaporated salt Core Points and Arguments - **Acquisition Announcement**: ContextLogic announced the acquisition of US Salt, forming a new business ownership platform backed by Abrams Capital and BC Partners, with the deal expected to close in the first half of 2026, subject to approvals [1][3][30] - **ContextLogic's Background**: ContextLogic, originally known for Wish.com, faced challenges post-IPO in 2020, leading to a strategic pivot towards acquisitions and leveraging $2.9 billion in net operating losses for tax benefits [4][3] - **Investment Strategy**: The company aims to build a long-term, acquisition-driven platform focusing on niche markets with competitive advantages and long-duration assets, avoiding speculative investments [6][8][9] - **Governance Structure**: ContextLogic will operate with a decentralized governance model, where each business will have its own oversight committee, and there will be no corporate CEO, emphasizing support for operating leaders [10][11][32] Financial Projections and Performance - **Financial Goals**: ContextLogic targets a compound annual growth rate of free cash flow per share between 9%-18%, with organic growth of 5%-10% and additional growth from acquisitions [14][30] - **US Salt's Financials**: US Salt boasts adjusted EBITDA margins of 40%-45% and has shown consistent revenue growth, with a strong free cash flow conversion due to its low capital expenditure requirements [18][22][20] US Salt's Competitive Advantages - **Market Position**: US Salt is a vertically integrated producer of high-purity evaporated salt, serving stable markets such as food and pharmaceuticals, with significant barriers to entry due to reserve scarcity and regulatory requirements [20][23][24] - **Long-Term Viability**: The company has over 100 years of estimated reserves, making it a durable asset for ContextLogic's long-term strategy [28] Management and Leadership - **Leadership Team**: US Salt's CEO, David Triggerman, has extensive experience in the food industry and is committed to a long-term growth strategy within the ContextLogic framework [21][19] - **Alignment of Interests**: The management team and board members have structured their compensation to align closely with shareholder interests, emphasizing performance-based incentives [12][11] Additional Considerations - **Transaction Structure**: The acquisition will be financed through equity rollover from Abrams Capital and US Salt management, with a rights offering of $115 million planned [30][31] - **Investor Communication**: ContextLogic plans to maintain transparent communication with shareholders, including quarterly updates and an annual investor day focused on operating management teams [35] This summary encapsulates the key points from the conference call regarding ContextLogic's acquisition of US Salt, highlighting the strategic vision, financial expectations, and competitive positioning within the salt production industry.

Disclaimer About Forward-Looking Statements & Third-Party Sources INVESTOR PRESENTATION This presentation (this "Investor Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential transaction (the "Transaction") between ContextLogic Holdings Inc., and its subsidiaries (the "Company"), US Salt Parent Holdings, LLC and its subsidiaries ("US Salt"), affiliates of Abrams Capital Management, L.P. ("Abra ...

Core Viewpoint - ContextLogic Holdings Inc. has announced the acquisition of US Salt Parent Holdings, LLC for an enterprise value of $907.5 million, marking a significant step in its transformation into a business ownership platform focused on niche, competitively advantaged businesses [1][2][3] Company Overview - ContextLogic went public in 2020 with a valuation of $14 billion but faced a decline, selling its e-commerce assets for approximately $170 million in 2024 [2] - The company aims to create a business ownership platform that operates with a true ownership mindset, emphasizing accountability and alignment between management and shareholders [3][7] Acquisition Details - The acquisition of US Salt, a 132-year-old producer of high-purity evaporated salt products, is seen as foundational for ContextLogic's strategy [4][7] - US Salt serves essential markets such as grocery retail, food processing, pharmaceuticals, and water treatment, demonstrating resilience and growth potential [4][5] - The transaction will be financed through a combination of cash, committed debt financing, and proceeds from a rights offering, with existing shareholders retaining approximately 60% equity post-transaction [9][10] Management and Governance - The management team of US Salt, particularly CEO David Sugarman, is expected to continue leading the business under a multi-year incentive agreement aimed at long-term value creation [4][5] - ContextLogic's board and management structure will evolve to reflect its new ownership model, with key appointments and the establishment of new committees to enhance governance [11][13][14] Financial Aspects - The transaction includes approximately $292 million in cash consideration, a $215 million term loan, and a $25 million revolving capital facility [9] - Abrams Capital and BC Partners have committed to backstop the rights offering at $8 per share, reinforcing their confidence in the long-term growth potential of ContextLogic [7][9]

Core Viewpoint - ContextLogic held its Third Quarter 2025 Earnings Conference Call, emphasizing the availability of a recording and transcript for investors [1]. Group 1: Financial Performance - The call included discussions on forward-looking statements that may involve risks and uncertainties affecting actual financial results [2]. - All forward-looking statements reflect the company's current views and are subject to various risks and assumptions [3]. - The company will reference non-IFRS and non-GAAP financial measures, which should not be viewed in isolation from standard financial measures [4].

Financial Data and Key Metrics Changes - In Q3 2025, the company incurred $3 million in general and administrative expenses, which included $1 million related to evaluating potential transactions [5] - The company earned $2 million in interest income and generated a modest operating profit, excluding non-cash and transaction-related expenses, reflecting the positive impact of streamlining initiatives [5] - The company closed the quarter with $218 million in cash, cash equivalents, and marketable securities, a decrease of $1 million from the prior quarter [5] Business Line Data and Key Metrics Changes - The company completed its previously announced plan of reorganization, which protects its considerable tax assets [4] - The acquisition pipeline was broadened during the quarter, with collaboration with advisors to evaluate opportunities [6] Market Data and Key Metrics Changes - No specific market data or key metrics changes were provided in the call [8] Company Strategy and Development Direction - The company remains well-positioned to execute its acquisition strategy articulated in prior earnings calls [4] - There is optimism about strategic opportunities enhanced by strong relationships with VC partners [7] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the acquisition strategy and the growing array of prospects [6] - The company looks forward to sharing more detailed updates with shareholders in the coming quarters [7] Other Important Information - The call included a disclaimer regarding forward-looking statements and the nature of financial measures discussed [2] Summary of Q&A Session - There was no question and answer session at the conclusion of the call [8]

Financial Data and Key Metrics Changes - In Q2 2025, the company incurred $7 million in general and administrative (G&A) expenses, which included $1 million related to the evaluation and pursuit of potential transactions [7] - The company closed the quarter with $219 million in cash, cash equivalents, and marketable securities, a decrease of $3 million from the prior quarter [8] - Following the corporate reorganization, the company anticipates that its cash balance will stabilize around $218 million through the end of the year [8] Business Line Data and Key Metrics Changes - The company has been streamlining its operations, which included reducing headcount and restructuring costs, resulting in $2 million of one-time nonrecurring G&A expenses [8] Market Data and Key Metrics Changes - Since BC Partners' initial investment in February 2025, there has been a meaningful increase in visibility and interest in the company, leading to a notable uptick in inbound opportunities from investment banking and financial sponsor relationships [10] Company Strategy and Development Direction - The company is focused on pursuing an acquisition strategy while continuing to streamline its operations [5] - The recent reorganization aims to protect the company's considerable tax assets and enhance operational efficiency [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about unlocking the value of the company's considerable assets and looks forward to sharing further details regarding acquisition efforts in the coming quarters [12] Other Important Information - The company completed its reorganization to become Context Logic Holdings, Inc., following the satisfaction of all closing conditions [5] Summary of Q&A Session - There was no question and answer session at the conclusion of the call [1]

Core Viewpoint - ContextLogic Holdings Inc. has completed its reorganization plan to protect approximately $2.7 billion of net operating losses (NOLs) while enhancing strategic and operational flexibility for future growth [1][2]. Group 1: Reorganization Details - The reorganization was approved by ContextLogic stockholders on July 24, 2025, and has been executed following the fulfillment of all closing conditions [2]. - ContextLogic became a wholly owned subsidiary of ContextLogic Holdings as part of the reorganization [1]. - Each outstanding share of ContextLogic Class A Common Stock was exchanged for one share of ContextLogic Holdings Common Stock on a 1-for-1 basis, effective August 7, 2025 [4]. Group 2: Financial and Structural Implications - The reorganization aims to safeguard the long-term value of the company's substantial NOLs while allowing for organic growth and potential acquisitions [2]. - The leadership structure of ContextLogic Holdings remains unchanged, with the same Board of Directors and executive management team as prior to the reorganization [5]. - The company's consolidated financial condition, assets, and liabilities remain unaffected by the reorganization [5]. Group 3: Additional Information - ContextLogic Holdings is focused on developing a new business model and exploring future acquisitions that complement its operations [6].

Financial Data and Key Metrics Changes - The reorganization proposal to approve the reorganization plan and agreement did not receive sufficient votes for approval, with about 66% of stockholders voting and 99% of those in favor of the reorganization [3] Company Strategy and Development Direction and Industry Competition - The company is seeking to solicit more proxies and votes to achieve the necessary majority for the reorganization proposal, indicating a strategic focus on restructuring and governance [3] Other Important Information - The annual meeting was adjourned to reconvene on July 24, 2025, at 10 AM Pacific time to continue discussions regarding the reorganization proposal [4] Q&A Session All Questions and Answers Question: Status of the reorganization proposal - The reorganization proposal has overwhelming support from those who voted, but it still requires approval from a majority of outstanding shares [3]