ContextLogic Holdings Inc. (LOGC): M&A transaction — ContextLogic closes $907.5M US Salt acquisition; funds via $215M term loan and $115M equity

BCP purchased 11,156,429.60 Class A Convertible Preferred Units (the “ Preferred Units ”) from Holdings at a price of $8.00 per Preferred Unit for an aggregate amount of approximately $89.3 million

to purchase an aggregate of 429,463 shares of ContextLogic common stock, and the gross proceeds the Company received from subscribers in the Rights Offering was approximately $3.4 million. As previously described in our Current Report on Form 8-K filed with the SEC on December 11, 2025, Holdings entered into a backstop agreement with BCP on December 8, 2025 (the

each of ACP I and ACP II purchased 190,496 and 2,598,611 shares of ContextLogic common stock, respectively, from the Company at a price of $8.00 per share of ContextLogic common stock, for aggregate amounts of approximately (a) $1.5 million for ACP I and (b) $20.8 million for ACP II

each of ACP I and ACP II purchased 190,496 and 2,598,611 shares of ContextLogic common stock, respectively, from the Company at a price of $8.00 per share of ContextLogic common stock, for aggregate amounts of approximately (a) $1.5 million for ACP I and (b) $20.8 million for ACP II

business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

In connection with entering into the Purchase Agreement, on the Closing Date, each of Abrams Capital Partners I, L.P., a Delaware limited partnership (“ ACP I ”), Abrams Capital Partners II, L.P., a Delaware limited partnership (“ ACP II ”), Riva Capital Partners V, L.P., a Delaware limited partnership (“ Riva V ”), and Riva Capital Partners VI, L.P., a Delaware limited partnership (“ Riva VI ”, and together with ACP I, ACP II and Riva V, collectively, the “ Abrams Investors ”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“ BCP ” and together with the Abrams Investors, the “ Voting Entities ”), entered into a voting agreement (the “ Voting Agreement ”).

As contemplated by the Purchase Agreement, on the Closing Date, Holdings entered into a Second Amended and Restated Limited Liability Company Agreement (the “ 2nd A&R LLCA ”) which amended and restated that certain Amended and Restated Limited Liability Company Agreement entered into on March 6, 2025, as previously disclosed.

On the Closing Date, Holdings, as the initial borrower, entered into a Credit Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), with US Salt Investors, LLC, a Delaware limited liability company (the “ Borrower ”), as the borrower, US Salt Holdings, LLC, a Delaware limited liability company (“ US Salt Holdings ”), as holdings, the guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral agent (the “ Agent ”), and each lender from time to time party thereto (the “ Lenders ”).

In connection with the Purchase Agreement, Wilmington Trust, NA, a national banking association (the “ Escrow Agent ”), the Sellers Representative (as defined below), and ContextLogic Holdings, LLC, a wholly-owned subsidiary of the Company (“ Holdings ”) entered into an escrow agreement (the “ Escrow Agreement ”) which sets forth the terms of the Escrow Fund (as defined below), which is to include the Escrow Amount of $2,750,000.