C
ContextLogic Holdings Inc.
Acquirer counsel
Latham & Watkins
S · S
Suni SreepadaPartner
C · C
Christopher CapuzziPartner
C · H
Christopher HewittAssociate
13 lawyers involved
Rainmaker
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ContextLogic Holdings Inc. acquires gChem from EagleTree Capital funds for US$850 million $update-09-22
Deal Overview
- Value
- $850mDisclosed
- Deal type
- M&A
- Structure
- Acquisition (100%)Private Equity
- Status
- Signed5 Aug 2026
Advisors
ACQUIRER
Latham & Watkins Overview
- Acquirer: ContextLogic Holdings Inc. (OTCQB: LOGC), Oakland, California - a publicly traded 'business ownership platform' formed to acquire, own and build niche, long-duration businesses; gChem becomes its second operating business after US Salt (February 2026). Acting through ContextLogic Holdings, LLC and newly formed GCH Buyer, Inc.
- Acquiring: 100% of EagleTree-Gaylord Holdings Corp., the holding company of Gaylord Chemical Company, L.L.C. (gChem), under a Stock Purchase Agreement signed 4 August 2026 and announced 5 August 2026; enterprise value US$850 million, paid in cash subject to customary adjustments.
- Rationale: 'permanent ownership' of a vertically integrated specialty chemicals business with decades-long customer relationships; the combined business is guided to c.US$95-105 million of free cash flow in FY2027 and the deal is expected to be materially accretive to free cash flow per unit.
- Funding: committed equity financing of up to US$870 million from BCP Special Opportunities Fund III Originations LP (BC Partners), Abrams Capital Partners I & II, L.P. and Whitecrest Partners, LP, part of which is to be replaced by a rights offering to ContextLogic shareholders fully backstopped at US$9 per unit by a consortium led by Abrams Capital and BC Partners; committed debt financing led by Blackstone Credit & Insurance - a US$250 million term loan and a US$25 million revolving credit facility.
- Acquirer counsel: Ropes & Gray. Team led by M&A partner Suni Sreepada, capital markets partner Christopher Capuzzi and private equity associate Christopher Hewitt; capital markets: Craig Marcus; IP transactions: Erica Han; finance: Chris Holt, Byung Choi; tax: Brandon Dunn; employment, executive compensation and benefits: Stephanie Bruce, Renata Ferrari; real estate: Peter Alpert; life sciences regulatory: Greg Levine; litigation and enforcement: Brendan Hanifin, Jackie Grise, Lisa Kaltenbrunner; HSR: Marta Kelly, Deidre Johnson.
- Acquisition financing counsel: Latham & Watkins represented Blackstone Credit & Insurance on the debt financing - team led by Stelios Saffos, Peter Sluka, Michael Waldman and Salvatore Vanchieri with counsel Katherine Page and associates Ian Lachow and Jason Wang; executive compensation, data and technology, environmental, FDA and tax support from Benjamin Rosemergy, Tayler Evan Daniels, Victoria Allen, Sarah Zahedi, Tom Lee, Brian McCall, Chad Jennings, Bora Bozkurt and Sam Yang. Counsel to the equity backers not published.
- Financial adviser to ContextLogic: Piper Sandler.
- Timing: signed; closing expected by the end of 2026, subject to HSR clearance and customary conditions (outside date 1 May 2027, extendable to 30 June 2027).
E
EagleTree-Gaylord Management Investment, L.P. (investment funds managed by EagleTree Capital and their co-investors)
Seller counsel
Seller counsel not yet recorded
Overview
- Target: gChem (Gaylord Chemical Company, L.L.C.), Covington, Louisiana, founded 1962; vertically integrated specialty chemicals producer operating a highly automated, back-integrated manufacturing complex in Tuscaloosa, Alabama. Products: dimethyl sulfide (DMS), dimethyl sulfoxide (DMSO), dinitrogen tetroxide (NTO) and Procipient (pharmaceutical-grade DMSO with an FDA Type II Drug Master File), serving pharmaceuticals, semiconductors, agricultural chemicals, performance chemicals and aerospace.
- Seller: investment funds managed by EagleTree Capital (New York middle-market sponsor, US$4.4 billion AUM) and their co-investors, selling through EagleTree-Gaylord Management Investment, L.P. EagleTree Partners IV acquired a majority stake in October 2018; The Deal reports EBITDA grew from c.US$25 million at entry to c.US$150 million by mid-2022. The exit is a full sale of the holding company.
- Management: CEO Frank Roederer and the existing management team continue under ContextLogic's ownership (Roederer on a new five-year employment agreement).
- Seller and target counsel: Jones Day (also EagleTree's counsel on the 2018 acquisition). No deal team published by the firm; The Deal names Andrew M. Levine, William T. Sinchuk, Zac Nallen and Tim Kruger.
- Financial adviser to gChem: Morgan Stanley & Co. LLC (exclusive).