M&A - Vacasa, Inc.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125013746

Filing Summary: On April 12, 2025, the Special Committee of the Board of Directors of Vacasa, Inc. communicated with Davidson Kempner regarding their proposal made on March 30, 2025, to acquire all outstanding common stock of Vacasa, Inc. This correspondence is part of the ongoing discussions and aligns with the company’s strategic review process. The filing clarifies that the information disclosed is furnished and not filed, thus avoiding liability under the Securities Exchange Act. Relevant documents, including the letter from Davidson Kempner, are incorporated by reference as Exhibit 99.1.

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Form Type: DEFA14A

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125013750

Filing Summary: Vacasa, Inc. received a proposal from Davidson Kempner Capital Management LP on March 30, 2025, to acquire 100% of the company's outstanding share capital for $5.83 per share in cash. The Special Committee of Vacasa's Board is carefully reviewing this proposal amidst concerns regarding certain conditions, primarily the need for an amendment to the Company's Tax Receivable Agreement (TRA) which requires majority approval from TRA holders. Despite Davidson Kempner's willingness to enhance terms, the Committee has found the proposal lacking in deal certainty. The Committee has requested a waiver from Casago Holdings, the existing partner in a merger agreement, to engage further with Davidson Kempner regarding the proposal. The Committee is actively seeking conditions that would make the proposal actionable and has set a deadline for Davidson Kempner to respond by April 14, 2025. The pursuit of a deal is framed by a comparison to the ongoing Casago merger, which is viewed as more certain and advantageous for stockholders. They emphasize their commitment to maximizing stockholder value and maintaining good faith in negotiations.

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Form Type: DEFA14A

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125013319

Filing Summary: Vacasa, Inc. has proposed a transaction with Casago Holdings, LLC, offering an all-cash deal of $5.30 per share, representing a significant premium to the affected share price. This acquisition is seen as beneficial for Vacasa shareholders, ensuring near-term value and certainty. The Special Committee, comprised of independent directors, conducted a strategic review over eight months, evaluating alternatives before determining that Casago's proposal was the only actionable offer. The proposal follows another from Davidson Kempner, which was deemed not actionable due to lack of support for a waiver of the Tax Receivable Agreement (TRA). The merger is set to close by late April or early May 2025, and the Vacasa Board recommends shareholders vote in support of this transaction at the upcoming special meeting. The Committee's analysis concluded that failing to secure a transaction poses significant risks to Vacasa's standalone strategy due to liquidity constraints and market uncertainties.

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Form Type: DEFA14A

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125013113

Filing Summary: Vacasa, Inc. filed a definitive proxy statement regarding its proposed acquisition by Casago Holdings at a price of $5.30 per share, which represents a 39% premium over the unaffected share price as of December 27, 2024. The deal aims to provide certainty and near-term value to Vacasa shareholders amid ongoing operational challenges and market conditions. The Independent Special Committee conducted a thorough strategic review leading to this superior proposal, which was deemed the only actionable transaction available to maximize shareholder value. The board recommends that shareholders vote in favor of this acquisition at the special meeting set for April 29, 2025. The statement includes cautionary notes on forward-looking statements and highlights various risks that could affect the transaction's completion, including shareholder voting and market conditions.

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Form Type: DEFA14A

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125012852

Filing Summary: On April 8, 2025, Vacasa, Inc. filed a definitive additional materials proxy statement regarding its proposed merger with Casago Holdings, LLC and Vacasa Holdings LLC. The statement highlights a recommended acquisition offer price of $5.30 per share, which represents a significant premium to the last unaffected share price of $3.81 as of December 27, 2024. An independent Special Committee oversaw the strategic review process and determined that Casago's proposal is the best option for shareholders amidst market uncertainties and risks associated with the company's standalone strategies. The Board urges shareholders to vote in favor of the transaction at the special meeting scheduled for April 29, 2025. It states that the proposal eliminates public shareholder investment risks, provides near-term cash certainty, and has been evaluated as the only actionable proposal available. Factors leading to this merger include the need for a definitive transaction to secure shareholder value and the complications arising from an initial proposal from Davidson Kempner, which was deemed non-actionable due to the lack of necessary amendments to the Tax Receivable Agreement (TRA). Additional strategic assessments revealed the timeline for closing the merger is projected for late April or early May 2025, reflecting an urgent need for resolution due to existing operational challenges.

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Form Type: SC 13E3/A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011049

Filing Summary: This document is an updated transaction statement filed with the SEC by Vacasa, Inc. in connection with a proposed merger involving several entities. The amendment details the agreement and plan of merger, originally dated December 30, 2024, and updated on March 17 and March 28, 2025. The transaction will merge Vacasa LLC with Vista Merger Sub LLC and then merge Vacasa with Vista Merger Sub II, making Vacasa a wholly owned subsidiary of Vacasa Holdings LLC. Each share of Vacasa's Class A Common Stock will be converted into $5.30 in cash upon the completion of the merger, with specific exclusions for certain shares and Rollover Stockholders. The board and a special committee have deemed the merger fair and in the best interest of shareholders, recommending stockholder approval. Furthermore, prominent financial institutions have guaranteed certain obligations related to the merger.

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Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000114036125010956

Filing Summary: On March 28, 2025, Vacasa, Inc. entered into Amendment No. 2 to the Agreement and Plan of Merger with Casago Holdings, LLC and its subsidiaries. This amendment removed the condition related to the expiration or termination of any applicable waiting period under the HSR Act. All other terms of the original merger agreement remain unchanged. The proposed transaction will be submitted to stockholders, with related proxy statements filed with the SEC. A Preliminary Proxy Statement was filed on March 21, 2025, and investors are urged to review it and other documents for important information regarding the merger.

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Form Type: DEFA14A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000114036125010958

Filing Summary: On March 28, 2025, Vacasa, Inc. entered into Amendment No. 2 to the Agreement and Plan of Merger with Casago Holdings, LLC and related parties. This amendment removes the requirement of the expiration or termination of any applicable waiting period under the HSR Act as a condition for closing the mergers and makes minor ministerial changes. The other material terms of the original merger agreement, previously filed, remain unchanged. This transaction is set to be presented to stockholders for approval, and an amended preliminary proxy statement was filed on March 21, 2025. Shareholders are encouraged to review all documents related to this merger carefully.

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Form Type: DEFA14A

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125011023

Filing Summary: Vacasa, Inc. is pursuing a proposed combination with Casago, scheduled for a Special Meeting of Shareholders on April 29, 2025. The transaction promises shareholders $5.30 in cash per share, reflecting a 35% premium to Vacasa’s 30-day volume weighted average share price and a 69% premium to the 90-day volume weighted average price. The Board of Directors asserts that this transaction is in the best interest of shareholders, following a thorough evaluation process by an independent Special Committee. They engaged in extensive negotiations with 24 potential counterparties and held over 30 meetings to assess viable options. The proposed transaction aims to minimize risks associated with Vacasa’s standalone operations amidst market challenges and liquidity constraints, thus providing immediate value and stability for shareholders. Vacasa's Board urges shareholders to vote in favor of the transaction to secure significant returns and reduce risks related to the company’s ongoing viability.

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Form Type: DEFM14A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011022

Filing Summary: Vacasa, Inc. is holding a special meeting of stockholders on April 29, 2025, to vote on a proposal to adopt an Agreement and Plan of Merger with Casago Holdings, LLC. The Merger Agreement was initially made on December 30, 2024, and has undergone two amendments, the latest being on March 28, 2025. The transaction constitutes a 'going private' action, and if completed, Vacasa will become a privately held entity, wholly owned by Parent, rendering both Vacasa and Vacasa LLC as subsidiaries of Parent. Each share of Vacasa's Class A Common Stock will be converted to $5.30 in cash upon consummation of the Merger, representing a premium of 35% over its 30-day weighted average price. The board recommends stockholders vote in favor of the Merger Proposal and the Adjournment Proposal, as stockholders must approve the merger for it to proceed. The document provides detailed procedures for voting and the implications of not voting. Rollover Stockholders have entered support agreements and represent a significant portion of the voting power, which potentially influences the outcome of the vote.

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Form Type: PRER14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125009898

Filing Summary: Vacasa, Inc. is proposing a merger with Casago Holdings, LLC, along with its affiliates. The merger involves multiple components where Vacasa LLC will merge with a subsidiary of Parent, resulting in Vacasa surviving as a wholly owned subsidiary. The merger agreement includes a redemption of common units held by certain holders in exchange for shares of Vacasa's Class A common stock and the conversion of Class G common stock into Class A common stock. Upon completion of the merger, each share of Class A common stock will convert into $5.30 in cash, representing a significant premium over recent trading prices. The approval of the merger is contingent upon a vote from shareholders at a special meeting, which will also discuss the adjournment of the meeting if necessary. The board has recommended approval, stating that the transactions are in the best interests of the shareholders. Certain parties have pledged to support the merger by committing their shares to the vote. Additionally, appraisal rights are acknowledged for shareholders who disapprove of the merger, allowing them to seek a judicial appraisal of their shares' fair value. A limited guarantee and equity commitment letter have been provided to support the financing of the merger consideration, marking this a pivotal 'going private' transition for Vacasa.

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Form Type: SC 13E3/A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009909

Filing Summary: Vacasa, Inc. filed an amendment related to its upcoming merger with Vacasa Holdings LLC and its subsidiaries as per the Agreement and Plan of Merger dated December 30, 2024. This amendment, noted as Amendment No. 3, outlines the definitive terms of the merger which consists of two consecutive mergers: first, LLC Merger Sub merges with Vacasa LLC, with Vacasa LLC surviving as a subsidiary of Vacasa Holdings. Following this, Company Merger Sub will merge with Vacasa, the issuer, which will thereafter become a wholly owned subsidiary of Vacasa Holdings. The amendment confirms that each share of Class A Common Stock will be converted into the right to receive $5.30 in cash at the effective time of the merger. The company addresses specific exclusions from this payment such as treasury stock and shares held by certain stockholders who do not consent to the merger. The company's board has established a special committee composed exclusively of disinterested directors to review and negotiate the merger agreement. They have determined the deal is fair and recommended it to the full board for approval, which has subsequently authorized the submission of the merger proposal to stockholders for a vote. The filing details the need for stockholder approval and showcases ongoing commitments from financial backers to support the merger financially. The document provides insight into the opinions of the financial advisers regarding the fairness of the merger, appraisal rights, and further corporate governance details concerning the transaction.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009124

Filing Summary: On March 17, 2025, Vacasa, Inc. entered into Amendment No. 1 to the Agreement and Plan of Merger with Casago Holdings, LLC, increasing the Merger Consideration from $5.02 to $5.30 per share of Class A common stock. The amendment removed purchase price adjustment provisions and eliminated conditions regarding Unit Count. Termination fees were increased for both the Company and Parent. As a condition to closing, the expiration of waiting periods under the HSR Act was added, along with an obligation for the parties to make necessary filings and bear associated costs. A mutual expense reimbursement clause was also introduced. The Company issued a press release on the same day stating the revised proposal from Davidson Kempner Capital Management LP is not considered a Superior Proposal. The proposal is set to be submitted for consideration by the stockholders of the Company, with a definitive proxy statement planned for filing.

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Form Type: DEFA14A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009125

Filing Summary: On March 17, 2025, Vacasa, Inc. entered into Amendment No. 1 to the Agreement and Plan of Merger with Casago Holdings, LLC and its subsidiaries. The amendment increased the merger consideration from $5.02 to $5.30 in cash per share of Class A common stock, adjusted removal of purchase price adjustment provisions, and eliminated Parent's right to terminate the agreement based on unit count decrease. It also raised termination fees for both parties under specified circumstances and set conditions for the closing of mergers, including compliance with the HSR Act. The company issued a press release regarding these updates and stated that a revised proposal from Davidson Kempner Capital Management LP was not considered a superior proposal. The proposed transaction is subject to stockholder approval, with plans to file definitive proxy materials with the SEC.

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Form Type: DEFA14A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125009089

Filing Summary: On March 17, 2025, Vacasa, Inc. announced the acceptance of a revised acquisition proposal from Casago Holdings, LLC, increasing the price to $5.30 per share in cash. This follows a decision from the Special Committee of the Board of Directors after thorough consultation with external advisers. The new terms also include the elimination of previous purchase price adjustment provisions that could reduce the merger consideration due to the Company's liquidity or management unit shortfalls. The Special Committee evaluated a competing proposal from Davidson Kempner Capital Management LP to acquire the Company at $5.75 per share but determined it did not qualify as a superior proposal. The Board approved the updated agreement with Casago, seeing it as a more certain route to closing without the complications posed by Davidson Kempner's contingencies. The Company plans to expedite the mailing of the definitive proxy statement to its shareholders, aiming to close the transaction by the end of April 2025. The decision is framed within the context of maintaining operational stability and stakeholder confidence. Additionally, investors are urged to review the preliminary proxy statement and additional relevant materials regarding the proposed transaction.

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Form Type: 10-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000187494425000003

Filing Summary: Vacasa, Inc.'s Annual Report for the fiscal year ended December 31, 2024, highlights key business strategies and operational performance. The company is navigating through a significant merger agreement with Casago Holdings LLC aimed at enhancing its market position and operational efficiency. The report addresses potential risks and anticipated benefits associated with this merger, including the insights on financial performance and management’s perspective on the company's growth trajectory. Risks cited include execution delays, integration challenges post-merger, and impacts on competitive positions. Additionally, Vacasa emphasizes its commitment to enhancing shareholder value and operational capabilities while outlining forward-looking strategies in its disclosures.

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Form Type: PRER14A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000114036125008239

Filing Summary: Vacasa, Inc. is preparing for a special meeting of stockholders to vote on a proposed merger agreement with Casago Holdings, LLC and its subsidiaries. The proposed transaction involves Vacasa LLC merging into Casago's subsidiary, leading to Vacasa becoming a wholly-owned subsidiary of Casago. Under the merger agreement, holders of Vacasa’s Class A Common Stock will receive $5.02 per share, subject to adjustments based on the company’s home management numbers and liquidity metrics. The board of directors and a special committee deem the agreement fair and in the best interest of stockholders. A significant number of stockholders have committed to vote in favor, holding a majority of voting power necessary for approval. The special meeting scheduled for March 12, 2025, will also consider if the meeting should be adjourned to solicit more votes if needed. The document references several other important aspects such as appraisal rights and detailed voting procedures, emphasizing the importance of stockholder participation in the decision-making process regarding the merger, which would result in Vacasa becoming a privately held company.

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Form Type: SC 13E3/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008257

Filing Summary: This filing is an amendment to the Transaction Statement on Schedule 13E-3 related to the proposed merger of Vacasa, Inc. with Casago Holdings, LLC, which will result in Vacasa becoming a wholly owned subsidiary of Casago Holdings. According to the Merger Agreement dated December 30, 2024, Vacasa LLC will merge with Vista Merger Sub LLC, followed by a merger with Vista Merger Sub II Inc. The merger consideration is set at $5.02 per share in cash, subject to potential adjustments based on the number of homes under management by Vacasa and its liquidity. The Special Committee of Vacasa's board has unanimously determined that the merger is fair to the stockholders and has recommended approval of the agreement. The filing also addresses an unsolicited non-binding proposal from Davidson Kempner to acquire outstanding shares at a price of $5.25 per share, stating that the Special Committee does not find this proposal currently superior to the planned merger. The transaction is described as a going-private transaction for SEC Rule 13e-3 purposes. A press release regarding the final merger consideration will be issued prior to the special meeting for stockholder approval.

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Form Type: PRER14A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125007018

Filing Summary: Vacasa, Inc. has filed a Preliminary Proxy Statement in connection with a proposed merger agreement with Casago Holdings, LLC and its subsidiaries, aiming to complete a merger transaction that involves multiple steps, including exchanges of common stock and the conversion of certain shares. The agreement, signed on December 30, 2024, outlines various aspects of the merger, including the expected consideration of $5.02 per share for Class A common stock, representing a premium over recent stock prices. Holders of Class A and Class B common stock will vote on the adoption of the merger agreement during a special meeting, with a recommendation from Vacasa's board of directors and a special committee on the proposal's fairness to the shareholders. The merger is expected to take Vacasa private, effectively changing its ownership structure, with significant backing from affiliated guarantors and rollover stockholders. The statement compressively reviews the process leading to the merger, required approvals for it, and the resolution for stockholder meetings to facilitate voting and adoption of the proposed plans.

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Form Type: SC 13E3/A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125007059

Filing Summary: This amendment to the Transaction Statement on Schedule 13E-3 has been filed by Vacasa, Inc. and associated entities in relation to a merger transaction detailed in the Agreement and Plan of Merger dated December 30, 2024. The mergers involve Vacasa LLC merging into Vacasa and Vacasa LLC becoming a subsidiary of the parent entity. The Class A common stock will be exchanged for $5.02 in cash per share, contingent on a potential downward adjustment based on specific performance measures, including the number of homes under management and Vacasa’s liquidity before the closing date. The Board formed a Special Committee to assess and confirm the fairness of the merger, which ultimately recommended approval. The proposals are subject to a special shareholders' vote, with a preliminary proxy statement filed concurrently. The details, including fair valuation assessments and potential changes in the merger consideration, will be communicated to shareholders through a press release and in an 8-K form. The filing also indicates that neither the SEC nor state commissions have assessed the transaction's fairness or adequacy. The information is incorporated by reference from the preliminary proxy statement synchronized with this amendment.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002940

Filing Summary: On February 4, 2025, Vacasa, Inc. announced it has received an unsolicited, non-binding proposal from Davidson Kempner Capital Management LP to acquire all outstanding shares of the Company. This proposal is set to be considered by the stockholders of Vacasa. The document mentions a preliminary proxy statement that was filed on January 31, 2025, regarding this proposed transaction, and outlines that a definitive proxy statement will also be filed with the SEC. Additionally, the CEO, Robert Greyber, signed off on the report, which contains cautionary forward-looking statements about the risks associated with the transaction, such as the potential inability to obtain required stockholder votes and the uncertainties surrounding closing conditions.

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Form Type: DEFA14A

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002941

Filing Summary: On February 4, 2025, Vacasa, Inc. announced it received an unsolicited, non-binding proposal from Davidson Kempner Capital Management LP to acquire all outstanding shares of the Company. The announcement detailed that this proposal will be considered by the stockholders of Vacasa, Inc. The Company filed a preliminary proxy statement regarding the transaction with the SEC on January 31, 2025, with plans to subsequently file a definitive proxy statement for stockholders. The press release also urged investors and stockholders to read the preliminary proxy statement thoroughly as it contains essential information about the proposed transaction. Participants in the solicitation of proxies have been identified, and details regarding executive compensation and security ownership were referenced, along with a cautionary note about forward-looking statements within the document.

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Form Type: SC 13E3

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000114036125002741

Filing Summary: Vacasa, Inc. has filed a Transaction Statement in connection with a proposed merger as per a Merger Agreement dated December 30, 2024. The agreement outlines a two-step merger process wherein Vacasa LLC will merge with Vista Merger Sub LLC, subsequently followed by Vacasa itself merging with Vista Merger Sub II Inc. Upon completion of the merger, shareholders of Class A Common Stock will receive $5.02 in cash per share, subject to adjustments based on the management of homes by Vacasa and its liquidity status. The Board of Directors, after careful review by a Special Committee, approved the Merger Agreement, deeming it fair and in the best interests of the shareholders, particularly the Unaffiliated Stockholders. A proxy statement will be filed to solicit stockholder votes for the merger. Several entities, including major investors, have committed financial support for the transaction. The filing discusses the implications and terms of the merger, including voter approval requirements and the treatment of existing stock shares.

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Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000114036124050634

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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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