# ContextLogic Holdings Inc. (LOGC) — capital_raise/rights_offering [pending]
Source: SEC API (secapi.ai) · situation sit_e09745c07a9322d7e524 · retrieved 2026-08-12T07:01:34.149Z

## Overview
ContextLogic Holdings Inc. is a mining and quarrying company focused on nonmetallic minerals (excluding fuels); it operates through its subsidiary US Salt, which manufactures and distributes pharmaceutical-grade salt and other mineral products.

ContextLogic Holdings, LLC (parent of OTCQB-listed ContextLogic Holdings Inc.) entered into a Stock Purchase Agreement on August 4, 2026 to acquire all outstanding shares of EagleTree-Gaylord Holdings Corp. (the Target Company) from EagleTree-Gaylord Management Investment, L.P. for $850 million in cash, subject to customary adjustments for working capital, cash, indebtedness, and transaction expenses. The transaction is subject to satisfaction of customary closing conditions, including expiration or termination of the Hart-Scott-Rodino (HSR) Act waiting period, with an outside closing date of May 1, 2027 (extendable to June 30, 2027 if HSR clearance has not been obtained). Financing includes $870 million in equity commitments from BCP Special Opportunities Fund III Originations LP, Abrams Capital Partners I and II, and Whitecrest Partners, plus a $250 million term loan and $25 million revolving credit facility from Blackstone Credit & Insurance. A rollover of Target Company shares valued at $2 million is expected from MFR Holdings, L.L.C., an entity affiliated with the Target Company's CEO.

## Terms
- Counterparty: EagleTree-Gaylord Management Investment, L.P. · Deal value: $850.0M · Consideration: cash

## Key dates
- Announced 2026-08-05 · Expiry 2027-06-30

## Timeline
- 2026-08-05 · 8-K (0001193125-26-333861): 8-K - ContextLogic Holdings Inc. — *ContextLogic Holdings Inc. is a mining and quarrying company focused on nonmetallic minerals (excluding fuels); it operates through its subsidiary US Salt, which manufactures and distributes pharmaceutical-grade salt and other mineral products.* ContextLogic Holdings, LLC (parent of OTCQB-listed ContextLogic Holdings Inc.) entered into a Stock Purchase Agreement on August 4, 2026 to acquire all outstanding shares of EagleTree-Gaylord Holdings Corp. (the Target Company) from EagleTree-Gaylord Management Investment, L.P. for $850 million in cash, subject to customary adjustments for working capital, cash, indebtedness, and transaction expenses. The transaction is subject to satisfaction of customary closing conditions, including expiration or termination of the Hart-Scott-Rodino (HSR) Act waiting period, with an outside closing date of May 1, 2027 (extendable to June 30, 2027 if HSR clearance has not been obtained). Financing includes $870 million in equity commitments from BCP Special Opportunities Fund III Originations LP, Abrams Capital Partners I and II, and Whitecrest Partners, plus a $250 million term loan and $25 million revolving credit facility from Blackstone Credit & Insurance. A rollover of Target Company shares valued at $2 million is expected from MFR Holdings, L.L.C., an entity affiliated with the Target Company's CEO.
  https://www.sec.gov/Archives/edgar/data/2064307/0001193125-26-333861.txt

## Citations
- 0001193125-26-333861 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526333861