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

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000095017025063077

Filing Summary: This Amendment No. 2 is filed by Riverwood Capital Partners II (Parallel-B) L.P. and other reporting persons, amending the Schedule 13D previously filed. The key amendments relate to the Merger Agreement with Parent and Merger Subs, detailing changes made on March 17, 2025, and March 28, 2025. These include an increase in the Merger Consideration from $5.02 to $5.30 per share of Common Stock and the removal of certain purchase price adjustment provisions. The Issuer completed the Mergers on April 30, 2025, involving a contribution of shares by various reporting persons to Parent, in exchange for equity interests based on the revised price. Additionally, the shares of Common Stock were suspended from trading on Nasdaq, leading to a Notification of Removal from Listing and/or Registration. Amendments to Items 5 and 6 were also included, discussing beneficial ownership and compensation shares for a director. The document concludes with signatures from various individuals representing the reporting entities.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025003166

Filing Summary: 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.