Filed by Vacasa, Inc. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: TPG Pace Solutions Corp.
Commission File No.: 001-40319
TO: Vacasa Employees
From: Matt Roberts
SUBJECT LINE: Vacasa Is Going Public
Hi everyone,
I want to thank you all for your dedication
to Vacasa and the hard work you’ve put into our collective success. It is because of each of you that we’ve been able to
accomplish what we have over the past decade.
Today, I am excited to announce another major
milestone for us. Vacasa is going public via a merger with a special purpose acquisition company (SPAC). The SPAC merger approach to
going public is different than you might be familiar with, but the end result is the same.
In a SPAC transaction, the non-public company
(Vacasa) combines with an already public SPAC. In our case, we chose to combine with TPG Pace Solutions Corp. We expect that our debut
as a public company will occur sometime this fall subject to certain specified closing conditions. We expect to trade under the ticker
symbol VCSA.
Linked here is our official announcement
and you can find an FAQ available on Atlas. We’ll share the news directly with our homeowners today as well. I am sure you
have lots of questions, which I hope I can address at the Town Hall scheduled for 10 a.m. PT today. We are not going to be able
to record this meeting, so please make it if you can.
I look forward to connecting with you soon—
Matt
Additional Information and Where to Find It
A full description of the terms of the proposed business combination
will be provided in a registration statement on Form S-4 to be filed with the SEC by Vacasa, Inc. (“NewCo”) that will include
a proxy statement for the shareholders of TPG Pace Solutions that also constitutes a prospectus of NewCo. TPG Pace Solutions urges
investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other
documents filed with the SEC because these documents will contain important information about TPG Pace Solutions, Vacasa, NewCo and the
business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of TPG Pace Solutions as of a record date to be established for voting on
the proposed business combination. Shareholders will also be able to obtain a copy of the proxy statement/prospectus, without charge,
by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300, Fort Worth, TX 76102. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in Solicitation
TPG Pace Solutions, NewCo, Vacasa and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace Solutions in
connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of TPG Pace Solutions’ executive officers and directors in the solicitation by reading
TPG Pace Solutions’ initial public offering prospectus, which was filed with the SEC on April 9, 2021 and the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information
concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders
generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.
Forward-Looking Statements
Certain statements made in this communication
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
TPG Pace Solutions’ 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 TPG Pace Solutions 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 inability to complete the transactions contemplated by the Business
Combination Agreement due to the failure to obtain approval of the shareholders of TPG or other reasons; (iv) the failure to meet the
minimum cash requirements of the Business Combination Agreement due to TPG Pace Solutions shareholders redemptions and one or more defaults
by the investors in the private placement, and failing to obtain replacement financing; (v) costs related to the proposed transaction;
(vi) changes in applicable laws or regulations; (vii) 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;
(viii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (ix)
the continuing or new effects of the COVID-19 pandemic on TPG Pace Solutions and Vacasa and their ability to consummate the transaction;
and (x) 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 SEC by TPG Pace Solutions.
Additional information concerning these and
other factors that may impact TPG Pace Solutions’ expectations and projections can be found in TPG Pace Solutions’ periodic
filings with the SEC, and in the preliminary and definitive proxy statements to be filed by TPG with the SEC regarding the transaction
when available. TPG Pace Solutions’ 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
TPG Pace Solutions 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 or Solicitation
This communication does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed business combination. This press release also
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 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 will be filed by TPG with the SEC as an exhibit to a Current
Report on Form 8-K.
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