M&A: Riverwood Capital Partners II (Parallel-B) L.P.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025003166

Comments: On December 30, 2024, Vacasa, Inc. and its subsidiary, Vacasa Holdings LLC, entered into a Merger Agreement with Casago Holdings, LLC and its subsidiaries, whereby LLC Merger Sub will merge into Vacasa Holdings LLC and Company Merger Sub will merge into Vacasa, Inc. At the effective time of the Company Merger, each share of Common Stock will be converted into $5.02 cash, subject to certain adjustments. Following the mergers, Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. The reporting persons, including Riverwood Capital Partners II (Parallel-B) L.P., have beneficially owned an aggregate of 2,772,992 shares of Common Stock. With the execution of Support Agreements, certain existing stockholders agreed to support the transactions and refrain from soliciting other proposals. The reporting persons maintain the right to review their investment continuously and may propose alternative actions in the future. No criminal or civil proceedings involving the reporting persons were disclosed in the past five years. The document incorporates details of other agreements tied to investor rights and compensation arrangements for directors.

Document Link: View Document

Additional details:

Class A Common Stock Held: 3766


Class A Common Stock Issuable: 404825


Investment Committee Details: Investment decisions are made by a majority vote of an investment committee.


Beneficial Ownership Percentage: 16.0


Support Agreement Conditions: Support Agreements will end upon closing of the merger or certain other events.