M&A: Vacasa, Inc.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000114036124050634

Comments: On December 30, 2024, Vacasa, Inc. entered into an Agreement and Plan of Merger with Casago Holdings, LLC and its subsidiaries. The agreement includes two mergers: LLC Merger Sub will merge with Vacasa Holdings LLC, a subsidiary, with it surviving as a wholly owned subsidiary of Casago, and Company Merger Sub will merge with Vacasa, Inc., which will survive the merger. Upon consummation, each share of Class A Common Stock will convert into $5.02 in cash, with possible adjustment based on Company’s Unit Count. The Class B Common Stock will be canceled. The agreement requires stockholder approval and establishes conditions for merger completion, including minimum unit counts and liquidity thresholds. There are provisions for redemption of certain units and conversion of Class G common stock into Class A common stock. The transaction is also subject to support agreements from Rollover Stockholders, limited guarantees from financing sources, and amendments to credit agreements. After the merger, the Class A common stock will be delisted from Nasdaq. Additional proxy materials will be filed with the SEC before concluding the transaction and stockholders are encouraged to review all related documents for key information.

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Form Type: DEFA14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000114036124050635

Comments: On December 30, 2024, Vacasa, Inc. executed an Agreement and Plan of Merger with Vacasa Holdings LLC and Casago Holdings, LLC, which establishes the merger of Vacasa, Inc. into Casago Holdings, LLC. Upon completion, Vacasa’s Class A Common Stock will be converted into cash at a value of $5.02 per share, transitioning to delisting from Nasdaq. This transaction is subject to conditions including approval by stockholders, a minimum unit count, and regulatory approvals. The document outlines detailed adjustments to merger consideration based on company performance metrics (e.g., the number of homes under management) and the liquidity of the company prior to the merger's effective date. The Company must file a preliminary proxy statement by a certain deadline to seek stockholder approval, and a termination fee structure is established for various breach scenarios, emphasizing serious obligations on both sides if conditions are not met.

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Form Type: DEFA14A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000114036124050611

Comments: Casago and Vacasa, Inc. have entered into a definitive merger agreement where Casago will acquire all outstanding shares of Vacasa at a price of $5.02 per share in cash. This transaction, anticipated to close in early 2025, aims to create a robust vacation rental management platform by combining operational strengths from both companies. The merger is expected to enhance service quality for homeowners and guests by leveraging local teams and resources. Vacasa will become a privately held entity post-merger, and stock will no longer be publicly traded. The acquisition represents a significant premium over Vacasa's recent share prices, underlining the strategic nature of this move. Key advisors for the transaction include Jefferies LLC and Skadden, Arps, Slate, Meagher & Flom LLP for Casago, while PJT Partners and Vinson & Elkins LLP are advising Vacasa's Special Committee. Roofstock will also invest in the combined company, aiming to optimize property management capabilities.

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