-- The business combination is anticipated to close on December
6, 2021.
-- Overwhelming support from institutional and retail
shareholders with more than 96% approval.
-- Vacasa is tracking ahead of its latest fourth quarter Revenue
and Adjusted EBITDA guidance.
-- Vacasa, Inc. will be the surviving company following the
business combination and its Class A common stock is expected to
trade on the Nasdaq Stock Market LLC (the “Nasdaq”) under the
ticker symbol “VCSA” beginning on December 7, 2021.
TPG Pace Solutions Corp. (“TPG Pace Solutions” or “TPGS”)
(NYSE: TPGS), a publicly traded special purpose acquisition
company, announced that in a special meeting held on November 30,
2021, its shareholders voted to approve the proposals required to
complete its combination with Vacasa Holdings LLC.
All of the proposals related to the business combination
received overwhelming support from shareholders that voted with
more than 96% of votes cast voted for the proposal to approve the
business combination.
“We are pleased to see the broad investor support for our
business combination with TPG Pace Solutions. Vacasa is an
at-scale, end-to-end technology platform that is transforming the
vacation rental experience for homeowners and guests alike,” said
Matt Roberts, CEO of Vacasa. “The transaction positions Vacasa well
in the sizable and growing vacation rental market, and we are
excited about our future as a public company.”
“The additional capital from the transaction will afford us
ample runway to unlock supply and accelerate investments in
technology and products as we outlined when we announced the
transaction,” said Jamie Cohen, CFO of Vacasa. “We continue to see
strong bookings and occupancy in December and have not experienced
any changes in bookings or cancellations due to the Omicron variant
news last week. While COVID-19 variant concerns have affected
certain segments of the global travel industry over the past year,
we believe our domestic focus and whole home offering has insulated
our business.”
TPG Pace Solutions, whose Class A ordinary shares are currently
listed on the New York Stock Exchange (the “NYSE”), intends to
delist from the NYSE, following which the shares of Class A common
stock of Vacasa, Inc., the surviving company, are expected to trade
on the Nasdaq under the ticker symbol “VCSA” beginning on December
7, 2021. The Nasdaq listing and NYSE delisting are subject to the
closing of the business combination and fulfillment of all Nasdaq
listing requirements.
Shareholders may withdraw any election to have their shares
redeemed in connection with the business combination, subject to
TPG Pace Solutions’ approval, by contacting Continental Stock
Transfer & Trust Company by 5:00pm on December 3, 2021.
About Vacasa
Vacasa is the leading vacation rental management platform in
North America, transforming the vacation rental experience by
integrating purpose-built technology with expert local and national
teams. Homeowners enjoy earning significant incremental income on
one of their most valuable assets, delivered by the company’s
unmatched technology that adjusts rates in real time to maximize
revenue. Guests can relax comfortably in Vacasa’s 35,000+ homes
across more than 400 destinations in North America, Belize and
Costa Rica, knowing that 24/7 support is just a phone call away. In
addition to enabling guests to search, discover and book its
properties on Vacasa.com and the Vacasa Guest App, Vacasa provides
valuable, professionally managed inventory to top channel partners,
including Airbnb, Booking.com and Vrbo. In Summer 2021, Vacasa
entered into an agreement to become a publicly traded company
through a business combination with TPG Pace Solutions Corp. (NYSE:
TPGS; “TPGS” or “TPG Pace Solutions”), a special purpose
acquisition company (“SPAC”). Interested parties should refer to
the definitive proxy statement/prospectus filed by Vacasa, Inc.
with the U.S. Securities and Exchange Commission for important
information regarding TPG Pace Solutions, Vacasa and the proposed
business combination.
For more information, visit https://www.vacasa.com/press.
About TPG
TPG is a leading global alternative asset firm founded in San
Francisco in 1992 with $108 billion of assets under management and
investment and operational teams in 12 offices globally. TPG
invests across five multi-product platforms: Capital, Growth,
Impact, Real Estate, and Market Solutions. TPG aims to build
dynamic products and options for its clients while also instituting
discipline and operational excellence across the investment
strategy and performance of its portfolio. For more information,
visit www.tpg.com or @TPG on Twitter.
About TPG Pace Group and TPG Pace Solutions
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient and highly flexible
investor base, allowing it to seek compelling opportunities that
will thrive in the public markets. TPG Pace Group has sponsored
seven SPACs and raised more than $4.4 billion since 2015.
TPG Pace Solutions is a publicly listed (NYSE: TPGS) special
purpose acquisition company, which raised approximately $285
million in order to seek an acquisition with a company in an
industry that complements the experience and expertise of the TPG
management team and TPG. For more information, visit
https://www.tpg.com/pace-solutions.
Additional Information and Where to Find It
This Press Release is being made in connection with a proposed
business combination involving Vacasa and TPGS. In connection with
the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the
SEC a registration statement on Form S-4, which has become
effective. TPGS urges investors, shareholders, and other interested
persons to read the definitive proxy statement/prospectus as well
as other documents filed with the SEC because these documents will
contain important information about TPGS, Vacasa, NewCo, and the
business combination. Shareholders will be able to obtain a copy of
the definitive proxy statement/prospectus, without charge, by
directing a request to: TPG Pace Solutions, 301 Commerce St., Suite
3300, Fort Worth, TX 76102. The definitive proxy
statement/prospectus can also be obtained without charge at the
SEC’s website (www.sec.gov).
Forward-Looking Statements
Certain statements made in this Press Release are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “anticipate”, “believe”, “expect”, “estimate”,
“plan”, “outlook”, and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, actual results may differ materially from
TPGS’s or Vacasa’s expectations or projections. The following
factors, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement for the business combination between TPGS and
Vacasa (the “Business Combination Agreement”); (ii) the ability of
the combined company to meet listing standards following the
transaction and in connection with the consummation thereof; (iii)
the failure to meet the minimum cash requirements of the Business
Combination Agreement due to TPGS shareholders’ redemptions and one
or more defaults by the investors in the private placement that is
being undertaken in connection with the business combination, and
failing to obtain replacement financing; (iv) costs related to the
proposed transaction; (v) changes in applicable laws or
regulations; (vi) the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to pursue a growth
strategy and manage growth profitability; (vii) the possibility
that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (viii) the
continuing or new effects of the COVID-19 pandemic on TPGS and
Vacasa and their ability to consummate the transaction; and (ix)
other risks and uncertainties described herein, as well as those
risks and uncertainties discussed from time to time in other
reports and other public filings with the SEC by TPGS and
NewCo.
Additional information concerning these and other factors that
may impact TPGS’s and Vacasa’s expectations and projections can be
found in TPGS’s and NewCo’s periodic filings with the SEC and in
the definitive proxy statement/prospectus filed with the SEC by
NewCo. TPGS’s and NewCo’s SEC filings are available publicly on the
SEC's website at www.sec.gov.
The foregoing list of factors is not exclusive. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Neither TPGS nor
Vacasa undertakes or accepts any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, subject to applicable law.
No Offer
This Press Release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended, or an exemption therefrom.
No Assurances
There can be no assurance that the transactions described herein
will be completed, nor can there be any assurance, if such
transactions are completed, that the potential benefits of
combining the companies will be realized. The description of the
transactions contained herein is only a summary and is qualified in
its entirety by reference to the definitive agreements relating to
the transactions, copies of which have been filed as exhibits to
the Current Report on Form 8-K filed by TPGS with the SEC on August
3, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211201005379/en/
For Vacasa: Sarah Tatone 971-409-2061 pr@vacasa.com
For TPG / TPG Pace Solutions: Luke Barrett and
Julia Sottosanti (415) 743-1550 media@tpg.com
TPG Pace Solutions (NYSE:TPGS)
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