v3.26.1
Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Summary of Fair Value of Total Consideration

The fair value of the total consideration transferred was determined as follows:

 

 

Fair Value Consideration Transferred

 

 

(in millions)

 

Payments made to the Seller Parties

 

 

Cash consideration

$

386.8

 

Repayment of US Salt debt

 

209.7

 

Total cash consideration

 

596.5

 

Rollover equity

 

325.2

 

Total equity consideration

 

325.2

 

Total consideration

$

921.7

 

 
Schedule of Fair Value of Equity Consideration

The equity consideration was calculated based on the number of shares issued at $8.00 per share and determined as follows:

 

 

Fair Value Equity Consideration

 

 

($ in millions, shares in thousands)

 

ContextLogic common shares issued to consummate the US Salt Acquisition

 

15,480.4

 

Holdings preferred units issued to consummate the US Salt Acquisition

 

25,175.6

 

Total shares issued

 

40,656.0

 

Price per share issued

$

8.00

 

Fair value of the equity consideration

$

325.2

 
Summary of Preliminary Acquisition Date Fair Value of Tangible and Intangible Assets Acquired, Net of Liabilities Assumed

The following table summarizes the preliminary acquisition date fair value of tangible and intangible assets acquired, net of liabilities assumed as part of the US Salt Acquisition:

 

 

Fair Value

 

 

(in millions)

 

Cash and cash equivalents

$

11.3

 

Prepaid expenses and other current assets

 

0.9

 

Accounts receivable

 

13.4

 

Inventory

 

12.7

 

Property, plant and equipment

 

396.7

 

Intangible assets

 

388.0

 

Right-of-use asset

 

1.5

 

Other noncurrent assets

 

5.2

 

Total assets

 

829.7

 

Accrued liabilities

 

4.2

 

Accounts payable

 

6.8

 

Current portion of lease liability

 

0.7

 

Current maturities of long-term debt

 

0.3

 

Deferred tax liability

 

43.2

 

Lease liabilities, non-current

 

0.8

 

Net assets acquired

 

773.7

 

Goodwill

 

148.0

 

Total net assets acquired

$

921.7

 
Schedule of Identifiable Intangible Asset Estimated Useful Life and Asset Fair Value

The fair value of acquired intangible assets was $388.0 million. The fair value of customer relationships was determined using the multi-period excess earnings method. Key assumptions under this method are the revenue growth rate, adjusted EBITDA margin, customer attrition rate, discount rate, tax rate and contributory asset charges. The fair value of trade names were determined using the relief from royalty method. Key assumptions under this method are future cash flow estimates, royalty rate and discount rate. The fair value of permits were determined using the income approach method. Key assumptions under this method are future economic benefits and discount rate.

 

 

Estimated Useful Life

Estimated Asset Fair Value

 

 

(in years)

(in millions)

 

Trade names and trademark

15

$

28.0

 

Permits

10

 

100.0

 

Customer relationships

15

 

260.0

 

Identifiable intangible assets, net

 

$

388.0

 
Summary of Unaudited Pro Forma Information

The following unaudited pro forma information presents the net sales and earnings as if the US Salt Acquisition occurred on January 1, 2025. As a result, the unaudited pro forma financial information does not require predecessor and successor periods because the transaction, the related combination of the Company and US Salt, and the new basis applied in accordance with acquisition accounting is reflected for the entirety of the two periods presented.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

2026

 

 

2025

 

2026

 

 

(in millions)

 

(in millions)

 

 

(in millions)

 

(in millions)

 

Pro forma net sales

$

33.8

 

$

33.6

 

 

$

66.1

 

$

66.0

 

Pro forma net (income) loss

 

7.2

 

 

8.9

 

 

 

(5.9

)

 

16.8

 

Pro forma net (income) attributable to controlling interest

 

7.2

 

 

8.9

 

 

 

(5.9

)

 

16.8

 

Pro forma net loss attributable to noncontrolling interest

 

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