- Strategic investment and capital commitment positions the Company to execute on its stated acquisition-led value maximization strategy; ContextLogic to have up to $300 million of investible cash
- Ted Goldthorpe, Head of BC Partners Credit, expected to be named Chairman of the Board
ContextLogic Inc. (NASDAQ: LOGC), (“ContextLogic” or the “Company”) and BC Partners, an alternative investment manager with c.€40 billion in assets under management, today announced that a fund advised by BC Partners Advisors L.P. will purchase up to $150 million of convertible preferred units (the “Preferred Units”) of ContextLogic Holdings, LLC, a newly-formed Delaware limited liability company (“Holdings”) and a wholly-owned subsidiary of the Company.
The investment and commitment by BC Partners, which is being led by BC Partners’ credit arm, together with cash on hand, provides ContextLogic with access to up to $300mm of cash and $2.7bn of cumulative net operating losses. Together BC Partners and the Company will review, identify, and evaluate strategic opportunities for the benefit of ContextLogic and its stockholders. The partnership follows successful initiatives by management to create a streamlined administrative and financial structure to achieve the Company’s strategic goals of acquiring and/or building one or more operating businesses.
The Preferred Units will have an initial dividend rate of 4.00%, which will increase to 8.00% upon the closing of an acquisition. The preferred units will be convertible into common units on a one-for-one basis. A fund advised by BC Partners will invest $75 million at the initial closing, and Holdings may, at its option, issue an additional $75 million of convertible preferred units to BC Partners following the initial closing date to fund an acquisition. Following completion of the investment, ContextLogic will own 58.4% and a fund advised by BC Partners will own 41.6% of Holdings’ common units on a fully diluted basis, assuming full exercise of Holdings’ option to issue additional convertible preferred units.
Rishi Bajaj, Chief Executive Officer of ContextLogic, commented, “We are excited to work with BC Partners, drawing on their expertise and strategic acumen as we seek to create compelling value for shareholders. BC Partners’ track record of value creation across the platform is impressive, and we believe they are best-in-class partners to help maximize value for shareholders. The BC Partners team brings significant experience building businesses across industries, and their capital raising capabilities, global network and operational capabilities will position the Company to deliver on its value creation plan. We strongly believe this new investment will provide us with the capital and flexibility needed to complete an attractive acquisition that could serve as a platform for future acquisitions and enable ContextLogic to fully utilize its considerable assets.”
Ted Goldthorpe, Partner at BC Partners, Head of BC Partners Credit, and incoming Chairman of ContextLogic, said, “BC Partners is excited to take this first step in realizing the tremendous value embedded in ContextLogic. We look forward to working with Rishi and the ContextLogic team to capitalize on their strong balance sheet, featuring up to $300mm of available cash. We will bring to bear the full resources of BC Partners as ContextLogic evaluates a host of strategic opportunities to deliver value to stockholders.”
Board of Directors
Ted Goldthorpe and Mark Ward are expected to join the Board of ContextLogic, with Mr. Goldthorpe expected to serve as Chairman, upon closing.
Ted Goldthorpe is a Partner at BC Partners, where he leads BC Partners Credit, a platform that he co-founded in 2017. Previously, Ted was President at Apollo Investment Corporation, Chief Investment Officer of Apollo Investment Management, and Senior Portfolio Manager, U.S. Opportunistic Credit. At Apollo, he was also a member of the Senior Management Committee and oversaw its US Opportunistic Credit platform. Prior to this, Ted was a Managing Director of the Special Situations Group at Goldman Sachs and ran the Bank Loan and Distressed Investing Desk.
Mark Ward is a Principal on the Credit team at BC Partners, having first joined the team in 2020. Prior to that Mark worked in the Restructuring Group at Houlihan Lokey.
There is no agreement between ContextLogic and any potential target company, and we can provide no assurance that an acquisition will be completed.
Advisors Rothschild & Co acted as exclusive financial advisor to the Company. Schulte Roth & Zabel LLP acted as legal advisor to the Company and Holdings. BC Partners was advised by Proskauer Rose LLP and Ocean Lane Partners.
About ContextLogic ContextLogic Inc. is a publicly traded company that previously completed the sale of substantially all of its operating assets and liabilities in April 2024. ContextLogic is pursuing strategic alternatives to generate value for its shareholders. For more information about ContextLogic, please visit ir.contextlogicinc.com.
About BC Partners and BC Partners Credit BC Partners is a leading international investment firm in private equity, private debt, and real estate strategies. BC Partners Credit was launched in February 2017, with a focus on identifying attractive credit opportunities in any market environment, often in complex market segments. The platform leverages the broader firm’s deep industry and operating resources to provide flexible financing solutions to middle-market companies across Business Services, Industrials, Healthcare and other select sectors. For further information, visit www.bcpartners.com/credit-strategy.
