M&A - DAVIDSON KEMPNER CAPITAL MANAGEMENT LP

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425002103

Filing Summary: This document is Amendment No. 10 to Schedule 13D, which amends and supplements the statement originally filed on April 22, 2024. It outlines the final actions following the completion of transactions as disclosed in the issuer's Form 8-K, where all shares of Class A Common Stock held by certain entities within Davidson Kempner Capital Management LP were converted into cash at a rate of $5.30 per share upon the closing of these transactions on April 30, 2025. This amendment serves as an exit filing for the reporting persons, detailing the holdings and voting powers held by each, while emphasizing that no further transactions in the Class A Common Stock were executed since the last amendment. Several entities of Davidson Kempner participated in the conversion and cash-out processes described herein, culminating in the stated financial adjustments reflected in this document.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001788

Filing Summary: This Schedule 13D/A Amendment No. 9 updates and supplements the prior filing on Schedule 13D regarding Davidson Kempner Capital Management LP's intentions and actions related to acquiring all outstanding shares of Vacasa, Inc. On February 3, 2025, Davidson Kempner submitted an initial non-binding offer to the Special Committee to acquire shares not owned by Davidson Kempner. Subsequent amendments enhanced the offer conditions, including the removal of certain conditions, improved transaction structures, adjusted liquidity thresholds, and increased cash consideration to $5.83 per share as of March 31, 2025. The latest communication on April 14, 2025, details further enhancements made to the offer and includes a copy of a letter sent to the Special Committee summarizing these improvements. The offer is subject to stockholder approval and various contractual conditions defined by prior communications.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001630

Filing Summary: This Amendment No. 8 to the Schedule 13D provides updates regarding Davidson Kempner Capital Management LP's ongoing efforts to acquire all outstanding shares of Vacasa, Inc. not already owned by them. The Initial Offer was submitted on February 3, 2025, and subsequent amendments have progressively improved the offer terms. Amendment No. 3 removed a credit agreement amendment condition, while Amendment No. 4 introduced a two-step transaction structure aligned with existing agreements. Amendment No. 5 increased the cash price to $5.75 per share. Amendment No. 6 further enhanced terms, introducing various financial adjustments including increased interim funding and a revised termination fee structure. The most recent update on March 30, 2025 (Fourth Further Updated Offer) raises the cash consideration to $5.83 per share. The document includes specific details about beneficial ownership percentages contingent on the conversion of notes subject to change of control provisions.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001561

Filing Summary: Amendment No. 7 updates the prior Schedule 13D filed on April 22, 2024. On February 3, 2025, Davidson Kempner Capital Management LP submitted a non-binding offer to acquire all outstanding share capital of Vacasa, Inc. not owned by DK. This offer was modified in subsequent amendments to improve terms, including the removal of certain conditions, adjustments for liquidity, increased cash consideration to $5.75 per share, and enhanced interim funding options. The March 23, 2025 letter to the Special Committee outlined these proposals, highlighting the ongoing negotiations and revised terms aimed at facilitating the acquisition process.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001490

Filing Summary: Davidson Kempner Capital Management LP submitted an updated acquisition offer to Vacasa, Inc. The document constitutes the sixth amendment to the Schedule 13D, detailing various changes to the terms of their non-binding acquisition proposal. The most recent offer, termed the Third Further Updated Offer, was communicated on March 17, 2025. Key enhancements to the offer include the removal of the Unit Count Purchase Price Adjustment and the Liquidity Purchase Price Adjustment. Furthermore, the acquisition proposal now features increased interim funding availability up to $20 million and a rise in the reverse termination fee from $5.825 million to $10 million, with additional penalties for delays. The document references multiple previous amendments that progressively amended their initial offer made on February 3, 2025, demonstrating a negotiation trend where adjustments were made to facilitate transaction alignment with existing agreements, reduce liquidity thresholds, and enhance the proposal's appeal to the Special Committee of the Board. Various exhibits, including the offer letter dated March 17, 2025, are incorporated into this amendment for comprehensive context.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001486

Filing Summary: On March 14, 2025, Davidson Kempner Capital Management LP submitted a letter to the Special Committee outlining a substantial enhancement to their acquisition offer for Vacasa, Inc. The revised offer, referred to as the Second Further Updated Offer, proposed an increased cash consideration of $5.75 per share for all outstanding shares not owned by Davidson Kempner. This offer followed a series of amendments where terms and conditions were adjusted, including the removal of previous credit agreement amendment conditions and modifications to liquidity thresholds tied to the transaction. The document also highlights that the proposed offer follows an ongoing negotiation process with the Special Committee and reflects insights gathered from prior submissions. Relevant ownership percentages of Class A Common Stock are detailed, showcasing significant holdings tied to the conversion of certain Notes, with ownership stake evaluations reflecting a considerable percentage of the company. The letter attached as Exhibit 99.10 outlines the specifics of this latest offer and suggests strategic alignment with the company’s current financial agreements to facilitate transaction closure.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001424

Filing Summary: This is Amendment No. 4 to the Schedule 13D filed with the SEC. It outlines the progression of Davidson Kempner Capital Management LP's (DK) acquisition proposal for Vacasa, Inc. DK previously submitted an Initial Offer on February 3, 2025, for all outstanding shares of Vacasa not owned by them, which was subsequently improved in Amendment No. 3 by removing conditional clauses from the initial proposal. On March 11, 2025, DK sent a Further Updated Offer that details a two-step transaction structure aimed at synchronizing the closing date of their proposed acquisition with an existing agreement involving Casago. This structure also aims to reduce the liquidity threshold necessary for the transaction by 33% and includes provisions for interim funding from signing to closing of the deal. A copy of this Further Updated Offer is attached as Exhibit 99.9. The document indicates that DK is proactively engaging with the Special Committee of Vacasa’s Board to facilitate the acquisition process.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425001316

Filing Summary: This Schedule 13D/A, filed by Davidson Kempner Capital Management LP, serves as an amendment to their previously filed Schedule 13D. The document highlights a non-binding offer initiated by Davidson Kempner on February 3, 2025, to acquire all outstanding shares of Vacasa, Inc. not currently owned by them. On February 28, 2025, Davidson Kempner sent a revised letter to Vacasa's Special Committee (the Updated Offer), eliminating a prior condition related to credit agreement amendments. The Updated Offer asserts Davidson Kempner's readiness to support the credit agreement's availability, indicating a strengthened position for the proposed acquisition. Relevant details of this offer are contained in Exhibit 99.8, which is referenced herein and filed as part of this amendment. The document further details the beneficial ownership percentages of Davidson Kempner and its affiliates, indicating substantial stake percentages in relation to share conversions specified under the Change of Control Rules.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425000768

Filing Summary: On February 5, 2025, Trinity Place Holdings Inc. entered into a Stock Purchase Agreement with TPHS Lender and Steel IP Investments, LLC, whereby Steel IP Investments agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender for a total consideration of $2,586,200. The transaction is subject to certain closing conditions, including amendments to various agreements and the satisfaction of specific conditions set out in the Stock Purchase Agreement. The Reporting Persons indicated that they no longer beneficially own any securities of Trinity Place Holdings Inc. following this transaction. The document also details additional conditions regarding decision-making rights and release of obligations associated with a joint venture. Exhibit 99.7 provides further details on the Stock Purchase Agreement, which was incorporated by reference in this filing.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000090266425000648

Filing Summary: On February 3, 2025, Davidson Kempner Capital Management LP (DKCM), on behalf of its affiliated investment funds, submitted a non-binding offer to acquire all outstanding shares of Vacasa, Inc. not owned by DK for cash consideration of $5.25 per share of Class A Common Stock. This offer may lead to various corporate actions such as an acquisition of additional securities, potential merger, or delisting of Class A Common Stock from the Nasdaq. The current principal amount of the Initial Notes held by DK has increased to $31,369,875 due to in-kind interest payments. This amendment updates Items 4 and 7 of the original Schedule 13D and restates Item 5(a) and (b). Discussions regarding the offer and related matters are expected with the Special Committee and other interested parties, although no definitive agreement has yet been reached and the offer remains under consideration. The beneficial ownership percentages reported reflect an aggregate of 15,705,353 shares outstanding as of November 4, 2024.