M&A - LEVEL EQUITY OPPORTUNITIES FUND 2015, L.P.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000095017025063025

Filing Summary: This Amendment No. 2 to the Schedule 13D provides an update regarding the merger of Vacasa, Inc., including details about the completed mergers on April 30, 2025. It highlights the increase in merger consideration from $5.02 to $5.30 cash per share and the removal of conditions that could reduce this consideration based on unit count or the company's liquidity. The document notes that Level Equity Opportunities Fund 2015, L.P. and its affiliates contributed shares to subsidiaries before the merger. Following the company's merger, the Reporting Persons no longer hold any securities of the Issuer, and shares have been suspended from trading. This filing serves as an exit record for the Reporting Persons regarding their holdings in Vacasa, Inc.

Additional details:

Class A Common Stock Contributed: 67,973


Class A Common Stock Contributed To Subsidiary: LEOF 2015 Blocker (CSG), Inc.


Merger Consideration Increased From: $5.02 to $5.30


Date Of Merger Completion: 2025-04-30


Number Of Class A Common Stock Contributed To Parent: 1,668,662


Number Of Class B Common Stock Contributed To Parent: 335,605


Exchanged For Parent Equity Interests: aggregate of shares of Class A Common Stock and an equivalent number of Common Units


Form Type: SCHEDULE 13D

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025002871

Filing Summary: On December 30, 2024, the Issuer and Vacasa Holdings LLC, a wholly owned subsidiary of the Issuer, entered into an Agreement and Plan of Merger with Casago Holdings, LLC and its subsidiaries. The Merger will result in the Issuer merging with Casago Holdings, with the Issuer surviving the Company Merger, during which each share of Class A Common Stock will be converted into cash at the rate of $5.02, with the price subject to adjustments. Furthermore, Class B Common Stock will be canceled and will cease to exist following the merger. In addition, the Reporting Persons have entered into Support Agreements to vote in favor of the Merger and refrain from soliciting other acquisition proposals. The document also notes that the Class A Common Stock will be delisted from Nasdaq and deregistered after the merger's completion, affecting the beneficial ownership of the Reporting Persons. Additionally, there is a reference to a tax receivable agreement and a registration rights agreement that were entered into around the time of the merger. The Reporting Persons plan to continually evaluate their investment in the Issuer and may engage with other shareholders regarding potential changes in operations or management to enhance shareholder value.

Additional details:

Reporting Persons: ["Level Equity Opportunities Fund 2015, L.P.","Level Equity Opportunities Fund 2018, L.P.","LEGP II AIV(B), L.P.","LEGP I VCS, LLC","LEGP II VCS, LLC","Level Equity - VCS Investors, LLC","Level Equity Associates II, LLC","Benjamin Levin"]


Merger Agreement: Agreement and Plan of Merger with Casago Holdings, LLC


Merger Effective Time: At the time of closure on December 30, 2024


Class A Conversion Rate: $5.02 cash per share


Support Agreements: Executed on December 30, 2024, to vote in favor of the Merger


D Listed On Nasdaq: Yes, following completion of the Merger


Ownership Post Merger: Beneficial ownership to be affected by Merger


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