Merger will create unmatched vacation rental
management platform, strengthening commitment to homeowners and
exceptional, locally-driven vacation rental management services
Casago, a premier vacation rental property management company,
and Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a
leading vacation rental management platform in North America,
announced they have entered into a definitive agreement under which
Casago and Vacasa will combine in a transaction in which Casago
will acquire all outstanding shares of the Company held by public
stockholders at a price of $5.02 per share, subject to adjustment
as set forth in the merger agreement.
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This transaction combines the strengths of both companies and
accelerates progress toward a shared vision: empowered local teams,
delivering best-in-class home care and revenue for homeowners, and
providing superior hospitality for guests. Combining Casago and
Vacasa will create an unmatched vacation rental management
platform, pairing the advantages of an international brand with the
personalized care of local management.
“Casago has always been committed to delivering personalized,
locally-empowered service to homeowners, and exceptional
experiences to guests. We’re excited to merge with Vacasa, a
company that shares our dedication to excellence,” said Casago
founder and CEO Steve Schwab. "Together, we will strengthen our
ability to deliver consistent service quality on a global scale,
leveraging our combined resources and expertise to better serve our
homeowners, guests and partners.”
“This merger is a natural next step in Vacasa’s journey over the
past year, sharpening our focus on owners, guests, and our local
teams that take care of them every day. By combining with Casago, a
company that shares our vision of locally-empowered,
homeowner-focused property management, we’re accelerating our
progress on that path,” said Vacasa CEO Rob Greyber. “We are
pairing national scale with local expertise, empowering
entrepreneurial teams to set a new standard in vacation rental
property management.”
In addition, Roofstock, a leading proptech platform, plans to
invest in and provide strategic guidance to the combined company,
leveraging its decade of experience using technology to enhance
property management capabilities, customer experience and liquidity
for residential property investors. Roofstock brings deep real
estate expertise through its service offerings and software
solutions, including helping more than 300,000 property owners with
nearly 1 million units optimize the performance of their rental
properties.
“We are excited to be a part of what we believe should be the
category-defining company in the vacation rental space,” said Gary
Beasley, co-founder and CEO of Roofstock. “This investment is
consistent with our mission of expanding beyond our historical
focus on long-term single-family rentals to help power the broader
residential investment ecosystem for investors large and
small.”
Further operational and organizational details will be announced
following the closing of the transaction.
Transaction Details
Under the terms of the merger agreement, Vacasa stockholders
receive $5.02 per share in cash upon completion of the proposed
transaction, subject to adjustment as set forth in the merger
agreement. The per share purchase price represents a premium of 28
percent and 60 percent over Vacasa’s 30-day and 90-day volume
weighted average price per share, respectively, as of December 27,
2024, the last trading day prior to execution of the agreement.
Existing Vacasa shareholders Silver Lake, Riverwood Capital and
Level Equity will continue to have minority investments in the
combined company following the closing. Roofstock, Inc. has
provided Casago with equity commitments for the transaction and
will be investors in the combined company. The transaction, which
is expected to be completed towards the end of the first quarter or
the early part of the second quarter of 2025, is subject to certain
customary closing conditions, including approval by Vacasa’s
shareholders.
In early 2024, the Board and management of the Company
recommended that the Company begin a review of strategic
alternatives and advisers were engaged to assist in conducting that
review process. In June of 2024, a Special Committee of the Board
of Directors, composed entirely of independent and disinterested
directors, was formed to oversee that process. Following the
completion of a robust strategic evaluation, and the receipt of a
fairness opinion from its independent financial advisor, the
Special Committee recommended that the Board approve the merger
agreement and the transactions contemplated thereby and that the
shareholders of Vacasa vote in favor of adoption of the merger
agreement. Upon the Special Committee’s recommendation the Vacasa
Board of Directors approved the merger agreement and the
transactions contemplated thereby and adopted the other
recommendations of the Special Committee.
In connection with the transaction, Vacasa’s tax receivable
agreement was amended to provide that no payments will be made in
respect of or following the transaction. Additionally, Vacasa
entered into an amendment to its revolving credit facility, with
such amendments to take effect at the completion of the proposed
transaction, to prevent the proposed transaction from triggering a
change in control event of default under the revolving credit
facility. Vacasa also entered into support agreements with certain
rollover stockholders in connection with the proposed
transaction.
Upon completion of the transaction, Vacasa’s common stock will
no longer be publicly listed on the Nasdaq, and the combined
company will become a privately held company.
The foregoing description of the merger agreement and the
transactions contemplated thereby is subject to, and is qualified
in its entirety by reference to, the full terms of the merger
agreement, for which Vacasa will file a Form 8-K.
Representation
Jefferies LLC is serving as financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor to Casago
in connection with the transaction. PJT Partners is serving as
financial advisor and Vinson & Elkins LLP is acting as legal
advisor to the Special Committee of the Vacasa Board of Directors.
Latham & Watkins LLP is acting as legal advisor to Vacasa.
About Casago
Casago is a premier vacation rental management company,
overseeing nearly 5,000 properties across 72 cities in the United
States, Mexico, Costa Rica, and the Caribbean. Founded in 2001 by
former Army Ranger Steve Schwab, Casago has earned a reputation for
delivering exceptional guest experiences and reliable property
management services. With a customer-centric approach, the company
empowers local teams to provide personalized, responsive support
for both homeowners and guests. Casago's commitment to quality is
reflected in its industry recognition: it is the only property
management company of its scale to be rated in the Top 1% by
Comparent. Additionally, nearly 95% of U.S.-based local operating
partners are Airbnb Superhosts, VRBO Premier Partners, or both.
About Roofstock
Roofstock’s mission is to power the residential investment
ecosystem for the benefit of all. The company’s award-winning,
tech-enabled end-to-end platform helps investors buy, sell and
manage single-family rental properties in over 40 markets around
the U.S. Founded in 2015, Roofstock is backed by a blue-chip roster
of investors including Khosla Ventures, Bain Capital Ventures, QED,
Lightspeed Venture Partners, Canvas Ventures, Invesco and SoftBank
Vision Fund 2. Roofstock has facilitated more than $9 billion in
buy and sell-side transactions on its platform to date, manages
18,000 rental homes through its Mynd affiliate, and provides asset
management software for over 300,000 landlords owning nearly 1
million units through its affiliate Stessa.
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 is designed to adjust rates in real time
to maximize revenue. Guests can relax comfortably in thousands of
Vacasa homes in hundreds of destinations across the United States,
and in Belize, Canada, Costa Rica, and Mexico, 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.
Additional Information and Where to
Find It
The proposed transaction is expected to be submitted to the
stockholders of the Company for their consideration. In connection
with the proposed transaction, the Company plans to file a proxy
statement on Schedule 14A and other relevant materials with the
Securities and Exchange Commission (the “SEC”). Promptly after
filing its definitive proxy statement with the SEC, the Company
will mail the definitive proxy statement to the stockholders of the
Company.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and stockholders may obtain a free copy of the proxy
statement(s) (when available) and other documents filed with the
SEC by the Company, at the Company’s website, investors.vacasa.com,
or at the SEC’s website, www.sec.gov. The proxy statement(s) and
other relevant documents may also be obtained for free from the
Company by writing to Vacasa, Inc., 850 NW 13th Avenue, Portland,
Oregon 97209, Attention: Investor Relations.
Participants in the
Solicitation
The Company and its directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from the stockholders of the Company in connection with the
proposed transaction. Information about the compensation of the
directors and named executive officers of the Company is set forth
in the “Director Compensation” and “Executive Compensation Matters”
sections the definitive proxy statement for the 2024 annual meeting
of stockholders for the Company, which was filed with the SEC on
April 8, 2024 (the “Proxy Statement”), commencing on pages 16 and
30, respectively, and information regarding the participants’
holdings of the Company’s securities is set forth in the “Security
Ownership of Certain Beneficial Owners and Management” section of
the Proxy Statement, commencing on page 38. The Proxy Statement can
be obtained free of charge from the sources indicated above. To the
extent holdings of the Company’s securities by its directors or
executive officers have changed since the amounts set forth the
Proxy Statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC, including the
Form 4s filed by Joerg Adams on May 23, 2024, Ryan Bone on May 23,
2024, Chad Cohen on May 23, 2024, Benjamin Levin on May 23, 2024,
Barbara Messing on May 23, 2024, Jeffrey Parks on May 23, 2024,
Karl Peterson on May 23, 2024, Chris Terrill on May 23, 2024, Rob
Greyber on July 5, 2024, Bruce Schuman on July 5, 2024, Luis Sosa
on August 9, 2024, and Alan Liu on August 9, 2024. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement relating to the proposed transaction and other relevant
materials when they are filed with the SEC.
Cautionary Note Regarding Forward
Looking Statements
The information included herein and in any oral statements made
in connection herewith contains forward-looking statements. All
statements other than statements of historical facts are
forward-looking statements. These statements involve known and
unknown risks, uncertainties, and other important factors that may
cause our actual results, performance, or achievements to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking statements
and speak only as of the date they are made. Words such as “aim,”
“anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would,” “target, ” “forecast,” “outlook,” or the negative of these
terms or other similar expressions are intended to identify such
forward-looking statements. Specific forward-looking statements
include, among others, statements regarding forecasts and
projections; estimated costs, expenditures, cash flows, growth
rates and financial results; plans and objectives for future
operations, growth or initiatives; strategies or the expected
outcome or impact of pending or threatened litigation; and expected
timetable for completing the proposed transaction. Forward-looking
statements are based on our management’s beliefs and assumptions
and on information currently available to the Company. Such beliefs
and assumptions may or may not prove to be correct. Additionally,
such forward-looking statements are subject to numerous risks and
uncertainties that are difficult to predict and many of which are
beyond the Company’s control, which could cause actual results to
differ materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are not
limited to: (i) the failure to obtain the required votes of the
Company’s stockholders; (ii) the timing to consummate the proposed
transaction; (iii) the satisfaction of the conditions to closing of
the proposed transaction may not be satisfied or that the closing
of the proposed transaction otherwise does not occur; (iv) risks
related to the ability of the Company to realize the anticipated
benefits of the proposed transaction, including the possibility
that the expected benefits from the proposed transaction will not
be realized or will not be realized within the expected time
period; (v) the diversion of management time on transaction-related
issues; (vi) results of litigation, settlements and investigations
in connection with the proposed transaction; (vii) actions by third
parties, including governmental agencies; (viii) global economic
conditions; (ix) potential business uncertainty, including changes
to existing business and customer relationships during the pendency
of the proposed transaction that could affect financial
performance; (x) adverse industry conditions; (xi) adverse credit
and equity market conditions; (xii) the loss of, or reduction in
business with, key customers; legal proceedings; (xiii) the ability
to effectively identify and enter new markets; (xiv) governmental
regulation; (xv) the ability to retain management and other
personnel; and (xvi) other economic, business, or competitive
factors.
Additional information concerning factors that could cause
actual results to differ materially from those in the
forward-looking statements is contained from time to time in the
Company’s filings with the SEC. The Company’s SEC filings may be
obtained by contacting the Company, through the Company’s website
at investors.vacasa.com or through the SEC’s Electronic Data
Gathering and Analysis Retrieval System at www.sec.gov. The Company
undertakes no obligation to publicly update or revise any
forward-looking statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241230370238/en/
Tracy Pogrelis tracy.pogrelis@vacasa.com
Vacasa (NASDAQ:VCSA)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Vacasa (NASDAQ:VCSA)
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부터 1월(1) 2024 으로 1월(1) 2025
