STRATEGIC INVESTMENT
March 12, 2025
TABLE OF CONTENTS
I
Strategic Investment Overview and Highlights
II
BC Partners Overview
III
ContextLogic Overview and Key Milestones
3
I. Strategic Investment Overview and Highlights
4
STRATEGIC INVESTMENT AND CAPITAL COMMITMENT BOLSTERS ACQUISTION- LED VALUE MAXIMIZATION STRATEGY
Key Partnership Thesis
✓
Expanded resource base to evaluate a host of strategic
Publicly traded company with
~$150m of cash and cash equivalents and marketable securities and ~$2.9bn NOLs
Up to $150m strategic investment
from global, preeminent
investment firm
opportunities for ContextLogic's next phase
✓
Strengthened balance sheet to support value maximization
strategy both organically and through acquisitions
Expanded capital base with enhanced ability to evaluate a range of strategic
opportunities and deliver value to stockholders
✓
Ability to leverage BC Partners' proven expertise across
industries and track record of value creation
~$2.9bn
Net Operating Losses (NOLs)
Ability to maximize value of taxable assets through organic growth or a potential target acquisition
Up to ~$300m
Liquidity available for investment
Strengthened cash position to review, identify, and evaluate strategic opportunities
✓
Investment provides capital and flexibility with future opportunity upside to further utilize taxable assets
✓
Well-equipped team, led by Rishi Bajaj and Ted Goldthorpe, to
execute upon Company's strategy
5
TRANSACTION TERMS
Transaction
Consideration
- $150m aggregate investment at an implied $8.00 conversion price
-
- $75m principal investment at Closing
- $75m additional investment callable by ContextLogic in connection with the consummation of the target acquisition
Pro Forma Ownership
- Investment structured as preferred units in wholly-owned subsidiary of ContextLogic Inc. ("ContextLogic Holdings, LLC")
-
- ContextLogic Inc. ownership: 58.4%1
- BC Partners ownership: 41.6%1
Use of
Proceeds
- Cash and liquid securities on balance sheet to develop business organically and/or finance a future acquisition of assets or target business
-
- Ideal target: high-quality, stable business with defensible market position and significant taxable income
Preferred
Coupon
- Preferred Units have an initial dividend rate of 4.00%, which will increase to 8.00% upon the closing of an acquisition
-
- Preferred Units are convertible into common units at the conversion rate
Leadership
Team
- BC Partner's team led by Ted Goldthorpe and Mark Ward, senior members of BC Partners Credit
-
- The two joined ContextLogic's Board of Directors at the initial closing; Ted Goldthorpe serving as Chairman
- Rishi Bajaj to remain Chief Executive Officer of ContextLogic
- Newly constituted Board to evaluate strategic opportunities to help deliver value to stockholders
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Note |
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|
1. |
BC Partners invested $75 million at Closing in exchange for 20.8% of ContextLogic Holdings' fully diluted shares outstanding ("FDSO"), implying ContextLogic Inc. ownership of 79.2%; ContextLogic Holdings has the option to |
6 |
|
issue an additional $75 million of Preferred Units to BC Partners; additional issuance would increase BC Partner's ownership stake to 41.6% of ContextLogic Holdings' FDSO, implying ContextLogic Inc. ownership of 58.4% |
PRO FORMA COMPANY STRUCTURE AND LEADERSHIP
Pro Forma Structure
Pro Forma Leadership
|
Public |
NOLs: ~$2.9bn |
|
Cash and cash equivalents: ~$7.6m1 |
|
Rishi Bajaj,
CEO of
ContextLogic
- Appointed as Chief Executive Officer of ContextLogic Inc. in April 2024
- Has served on the Board of Directors since 2023; served as Chairman from April 2024 - March 2025
- Previously, founded Altai Capital and has held various positions at Silver Point Capital and Gleacher Partners
- Has served on numerous boards and steering committees including the boards of two software companies, MobileIron and ServiceSource
|
58.4% 2 |
41.6%2 |
|
FDSO: ~26.3m |
FDSO: ~18.8m |
|
ContextLogic Holdings, LLC |
Cash and cash |
|
equivalents: ~$216.7m1 |
|
Ted Goldthorpe,
Chairman of
ContextLogic
- Currently Partner in charge of the Global Credit Business at BC Partners (launched credit arm in February 2017)
- Previously, served as President of Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management
- Prior to Apollo, he was at Goldman Sachs for 13 years, most recently running the Bank Loan Distressed Investing Desk
Notes
1. Figures per Amended and Restated Investment Agreement dated March 6, 2025; ContextLogic Holdings, LLC cash and cash equivalents figure inclusive of BC Partners' $75 million initial investment
|
2. |
BC Partners invested $75 million at Closing in exchange for 20.8% of ContextLogic Holdings' fully diluted shares outstanding ("FDSO"), implying ContextLogic Inc. ownership of 79.2%; ContextLogic Holdings has the option to |
7 |
|
issue an additional $75 million of Preferred Units to BC Partners; additional issuance would increase BC Partner's ownership stake to 41.6% of ContextLogic Holdings' FDSO, implying ContextLogic Inc. ownership of 58.4% |
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II. BC Partners Overview
8
THE BC PARTNERS PLATFORM
Founded in 1986, BC Partners is a c.€40 bn asset manager with over 250 employees and is invested in private markets across Europe and North America
Private Equity
Established in 1986
128 investments with c.€170bn enterprise value Over €30bn raised across 11 funds
c.€12 bn originated for co-investment
c. Over 70 investment professionals1
- Upper-midmarket buyout
- Primarily Europe and North America
Credit
Established in 2017
300+ investments
c. $7.9 bn in assets under management2
37 investment professionals3
- Middle market opportunistic credit & direct lending
- North America and Europe
Real Estate
Established in 2018
BCPERE I is c. 100% deployed to date
with 12 investments
€900+ mm raised across all vehicles
11 investment professionals3
- Value-add,opportunistic real estate
- Europe
Consistent investment philosophy across asset classes with strong alignment of interest
Investment Philosophy
- Defensive markets and business models
- Focus on cash flow generation
London
Investment Process
- Proactive sourcing and rigorous investment processes
- Experience investing across geographies and sectors
|
Hamburg |
Paris |
Alignment
- Significant co-investment offered to LPs
- Meaningful GP commitment
New York City
Notes: Data as of 8/30/2024
1. Includes private equity and deal team plus portfolio operations team. As of 12/6/2024.
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2. |
9 |
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As of 9/30/2024. Please see important disclaimers regarding assets under management at the beginning of this presentation. |
9 |
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3. |
Data is as of January 2025. Senior Advisors personnel included within Investment Professionals personnel count subtotal and BC Partners Credit personnel count subtotal. |
LEADERSHIP TEAM WITH A SHARED HISTORY; HAVE INVESTED ACROSS CYCLES
The founding partners of BC Partners Credit invested together at Goldman Sachs in the Special Situations Group ("SSG") and the Distressed Investing Group
|
U.S High Yield Default Rate |
U.S Leveraged Loan Default Rate |
||
10%
8%
6%
4%
2%
0%
|
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
2008 |
2009 |
2010 |
2011 |
2012 |
2013 |
2014 |
2015 |
2016 |
|
2017 |
2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
Liquid Credit
Financials investing at tail end of Asian Crisis and start of tech bust. Focus on liquid credit across variety of industries after burst of tech bubble and subsequent wave of defaults.
Illiquid Credit
Built out illiquid credit and structured equity businesses in SSG: Canada SSG, distress for control, mid cap PE.
Liquid Credit
Post GFC focus on liquid capital structures (mega LBOs, large bankruptcies & liquidations, stressed & distressed).
Illiquid Credit
Mr. Goldthorpe ran illiquid credit businesses for Apollo including the U.S. Opportunistic Credit business which grew substantially.
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Inception of BC Partners |
Inception of Special |
Fundraising Special |
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Credit. |
Opportunities Fund |
Opportunities Fund III. |
|
II. |
(Targeting $1.25bn) |
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Inception of Special |
($1.2bn) |
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Opportunities Fund I. |
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($200mm) |
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Ted |
Goldman Sachs |
Apollo |
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Goldthorpe |
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Henry |
BC Partners Credit |
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TW |
Goldman Sachs |
Vulcan Capital |
GS |
Goldman Sachs |
Stonerise |
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Wang |
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Matthias |
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GS |
GS |
Goldman Sachs |
Wingspan |
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Ederer |
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Source: S&P/Capital IQ & Moody's. JP Morgan. |
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Disclaimer
ContextLogic Inc. published this content on March 12, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 12, 2025 at 20:04:35.697.
