M&A - SLTA V (GP), L.L.C.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000095017025062952

Filing Summary: This Amendment No. 2 is being filed by the Reporting Persons and amends the Schedule 13D originally filed on January 7, 2025, concerning Vacasa, Inc.'s Class A common stock. Notably, on March 17, 2025, an amendment to the Merger Agreement was made to increase the Merger Consideration from $5.02 to $5.30 per share. Additionally, two price adjustment provisions were removed, simplifying the agreement. A subsequent amendment was made on March 28, 2025, waiving the condition related to HSR Act waiting period. On April 30, 2025, the merger was completed: SLP V Venice Feeder III, L.P. contributed shares for equity interests in Parent, and the stock ceased trading on Nasdaq effective May 1, 2025, with a form filed to delist the shares.

Additional details:

Merger Effective Time: 2025-04-30


Merger Consideration Cash: 5.30


Amendment No 1 Filing Date: 2025-03-17


Amendment No 2 Filing Date: 2025-03-28


Suspended Trading Date: 2025-05-01


Form Type: SCHEDULE 13D

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025002915

Filing Summary: On December 30, 2024, Vacasa, Inc. and its wholly owned subsidiary entered into a Merger Agreement with Casago Holdings, LLC, involving two mergers: LLC Merger and Company Merger. After the transactions, existing shares of Common Stock will be converted into $5.02 per share in cash (subject to adjustments), while Class B Common Stock will be canceled. The consummation will lead to delisting from Nasdaq and deregistration of Common Stock. Reporting Persons, including SLTA V GP, intend to support this merger and facilitate the transition with agreements in place regarding share contributions and management changes post-merger. This Schedule 13D highlights beneficial ownership of 5,544,931 shares (30.6% of outstanding shares) and the creation of a 'group' with other significant stockholders for acquisition purposes, while discussing the recent stock split affecting share ownership.

Additional details:

Joint Filing Agreement: A joint filing agreement is attached as Exhibit A.


Merger Details: The Issuer and its subsidiary entered into a merger agreement with Casago Holdings, LLC, which details the terms of the LLC Merger and Company Merger.


Support Agreements: Certain existing stockholders entered into Support Agreements to support the merger and contribute their shares.


Tax Receivable Agreement: Amendments to the Tax Receivable Agreement were executed concurrent with the merger agreement.


Beneficial Ownership: Beneficial ownership totals 5,544,931 shares, representing 30.6% of the Issuer's Common Stock.


Group Formation: They formed a 'group' with supporting stockholders for potential acquisition and influence over Issuer's management.


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