\nVacasa, Inc. (Nasdaq: VCSA) (\u201cVacasa\u201d or the \u201cCompany\u201d), a leading vacation rental management platform in North America, today announced that the Special Committee (the \u201cSpecial Committee\u201d) of its Board of Directors (the \u201cBoard\u201d) has unanimously determined that the revised unsolicited acquisition proposal (the \u201cProposal\u201d) from Davidson Kempner Capital Management LP (\u201cDavidson Kempner\u201d) does not constitute, and is not reasonably likely to result in, a \u201cSuperior Proposal\u201d pursuant to the terms of the definitive merger agreement between Casago and Vacasa (as amended, the \u201cMerger Agreement\u201d).\n<\/p>\n
\nIn making its determination, the Special Committee considered a number of factors, including:\n<\/p>\n
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- \nthat the Proposal remains conditioned upon requiring an amendment to the Company\u2019s Tax Receivable Agreement (\u201cTRA\u201d), for which Davidson Kempner has been unable to obtain the requisite approvals from TRA beneficiaries, or to provide any clear path towards obtaining such approvals;\n<\/li>\n
- \nDavidson Kempner\u2019s continued rejection of many of the Company\u2019s material requests regarding closing conditions and terms to improve transaction certainty (including detailed written feedback and reiterations of the Special Committee\u2019s requests provided as recently as April 12, 2025); and\n<\/li>\n
- \nconcerns regarding Davidson Kempner\u2019s position as a creditor of the Company, providing asymmetric downside risk to public stockholders in the event a transaction with Davidson Kempner failed to close.\n<\/li>\n<\/ul>\n
\nUltimately, in light of the above, the Special Committee determined that the Proposal was not reasonably likely to be consummated in accordance with its terms, so long as the Proposal remained conditioned upon receipt of an amendment to the TRA and subject to materially greater risks regarding closing certainty than the Casago transaction. The Special Committee takes its fiduciary duties to act in the best interests of public stockholders extremely seriously and strongly disagrees with the various assertions made by Davidson Kempner in its most recent proposal letters. Notwithstanding Davidson Kempner\u2019s proposed purchase price of $5.83 per share, the Special Committee cannot support a transaction that is not actionable and has significantly less certainty of closing than the transaction with Casago, especially in light of recent market volatility and uncertainty.\n<\/p>\n
\nOn March 17, 2025, Vacasa entered into an amendment to the Merger Agreement pursuant to which Casago will acquire all outstanding shares of the Company held by public shareholders at a price of $5.30 per share. Under the amendment, Casago also agreed to remove both purchase price adjustment provisions, which could have resulted in a reduction of the merger consideration due to shortfalls in the Company\u2019s liquidity or units under management compared to specified thresholds. The Special Committee and the Board each reaffirm their support for the Merger Agreement with Casago, as so amended, and the Board reaffirms its recommendation that Vacasa shareholders vote in favor of the transaction with Casago.\n<\/p>\n
\nOn March 28, 2025, the Company filed a definitive proxy statement for the Special Meeting of Vacasa\u2019s shareholders (the \u201cSpecial Meeting\u201d) with the United States Securities and Exchange Commission (\u201cSEC\u201d) to obtain shareholder approval of the Casago transaction. Vacasa recommends its shareholders vote \u201cFOR\u201d the merger proposal with Casago at the Special Meeting scheduled for April 29, 2025.\n<\/p>\n
\nPJT Partners LP is serving as financial advisor and Vinson & Elkins LLP is acting as legal advisor to the Special Committee. Latham & Watkins LLP is acting as legal advisor to Vacasa.\n<\/p>\n
About Vacasa<\/b><\/p>\n
\nVacasa is a leading vacation rental management platform in North America, transforming the vacation rental experience by integrating purpose-built technology with expert local and national teams. Homeowners enjoy earning significant incremental income on one of their most valuable assets, delivered by the company\u2019s unmatched technology that is designed to adjust rates in real time to maximize revenue. Guests can relax comfortably in thousands of Vacasa homes in hundreds of destinations across the United States, and in Belize, Canada, Costa Rica, and Mexico, knowing that 24\/7 support is just a phone call away. In addition to enabling guests to search, discover and book its properties on Vacasa.com and the Vacasa Guest App, Vacasa provides valuable, professionally managed inventory to top channel partners, including Airbnb, Booking.com and Vrbo.\n<\/p>\n
Cautionary Note Regarding Forward-Looking Statements<\/span><\/b><\/p>\n
\nThe information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements and speak only as of the date they are made. Words such as \u201caim,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontemplate,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintends,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201ctarget, \u201d \u201cforecast,\u201d \u201coutlook,\u201d or the negative of these terms or other similar expressions are intended to identify such forward-looking statements. Specific forward-looking statements include, among others, statements regarding forecasts and projections; estimated costs, expenditures, cash flows, growth rates and financial results; plans and objectives for future operations, growth or initiatives; strategies or the expected outcome or impact of pending or threatened litigation; and expected timetable for completing the proposed transaction. Forward-looking statements are based on our management\u2019s beliefs and assumptions and on information currently available to the Company. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and many of which are beyond the Company\u2019s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: (i) the failure to obtain the required votes of the Company\u2019s stockholders; (ii) the timing to consummate the proposed transaction; (iii) the satisfaction of the conditions to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction otherwise does not occur; (iv) risks related to the ability of the Company to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the diversion of management time on transaction-related issues; (vi) results of litigation, settlements and investigations in connection with the proposed transaction; (vii) actions by third parties, including governmental agencies; (viii) global economic conditions; (ix) potential business uncertainty, including changes to existing business and customer relationships during the pendency of the proposed transaction that could affect financial performance; (x) adverse industry conditions; (xi) adverse credit and equity market conditions; (xii) the loss of, or reduction in business with, key customers; legal proceedings; (xiii) the ability to effectively identify and enter new markets; (xiv) governmental regulation; (xv) the ability to retain management and other personnel; and (xvi) other economic, business, or competitive factors.\n<\/p>\n
\nAdditional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company\u2019s filings with the SEC. The Company\u2019s SEC filings may be obtained by contacting the Company, through the Company\u2019s website at investors.vacasa.com or through the SEC\u2019s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov<\/a>. The Company undertakes no obligation to publicly update or revise any forward-looking statement.\n<\/p>\n
Additional Information and Where to Find It<\/span><\/b><\/p>\n
\nThe proposed transaction between the Company and Vacasa Holdings LLC and Casago Holdings, LLC (the \u201cproposed transaction\u201d) is expected to be submitted to the stockholders of the Company for their consideration. In connection with the proposed transaction, the Company filed a definitive proxy statement on Schedule 14A with the SEC on March 28, 2025 (the \u201cProxy Statement\u201d). Following the filing of the Proxy Statement, the Company mailed the Proxy Statement to the stockholders of the Company.\n<\/p>\n
\nINVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN FILED OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.\n<\/p>\n
\nInvestors and stockholders may obtain a free copy of the Proxy Statement and other documents filed with the SEC by the Company, at the Company\u2019s website, investors.vacasa.com, or at the SEC\u2019s website, www.sec.gov<\/a>. The Proxy Statement and other relevant documents may also be obtained for free from the Company by writing to Vacasa, Inc., 850 NW 13th Avenue, Portland, Oregon 97209, Attention: Investor Relations.\n<\/p>\n
Participants in the Solicitation<\/span><\/b><\/p>\n
\nThe Company and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the compensation of the directors and named executive officers of the Company is set forth in the \u201cDirector Compensation\u201d and \u201cExecutive Compensation Matters\u201d sections of the definitive proxy statement for the 2024 annual meeting of stockholders of the Company, which was filed with the SEC on April 8, 2024, commencing on pages 16 and 30, respectively, and information regarding the participants\u2019 holdings of the Company\u2019s securities is set forth in the \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d section of the Proxy Statement, commencing on page 141. The Proxy Statement can be obtained free of charge from the sources indicated above. To the extent holdings of the Company\u2019s securities by its directors or executive officers have changed since the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement and other relevant materials filed with the SEC.\n<\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250418424312\/en\/<\/a><\/span><\/p>\n
Vacasa Contacts
\n<\/b>
Investor Relations Contact
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ir@vacasa.com<\/a><\/p>\n\nPress Contact
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pr@vacasa.com<\/a><\/p>\nOR<\/b><\/p>\n
\nLongacre Square Contact
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vacasa@longacresquare.com<\/a><\/p>\nKEYWORDS:<\/b> United States North America Oregon<\/p>\n
INDUSTRY KEYWORDS:<\/b> Software Internet Lodging Travel Vacation Technology Online Retail Retail<\/p>\n
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