ContextLogic Advances US Salt Acquisition with Launch of Fully Backstopped $115 Million Rights Offering Priced at $8.00 per share

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].