Special Meeting of Stockholders to be Held on
November 30, 2021; Business Combination Expected to Close on
December 6, 2021 Subject to Final Vote and the Satisfaction of
Other Customary Closing Conditions
Shares of the Combined Company Expected to
Begin Trading on the NASDAQ under the ticker "VCSA" on December 7,
2021
TPG Pace Solutions Corp. (NYSE: TPGS), a publicly traded special
purpose acquisition company, announced that subject to the approval
of TPG Pace Solutions shareholders and the satisfaction of other
customary closing conditions, it expects to complete its previously
announced business combination with Vacasa, a leading vacation
rental management platform in North America. A quorum of
shareholders has thus far voted in favor of all proposals presented
in the proxy, including closing the business combination with
Vacasa. Therefore, the company anticipates receiving stockholder
approval at its Special Meeting of Stockholders scheduled for
November 30, 2021, and expects to close the transaction on December
6, 2021.
“The entire Vacasa team is excited to take the next step in our
corporate journey to become a publicly traded company as we near
the expected closing of our business combination with TPG Pace
Solutions,” said Matt Roberts, CEO of Vacasa. “With the additional
capital provided by the proposed business combination with TPG Pace
Solutions, we intend to accelerate investments across our business
aimed at increasing the number of homes and destinations on our
platform and developing technology and products to further elevate
the vacation rental experience for our homeowners, guests, and
channel partners.”
“As a result of the strong bookings quarter-to-date, we are
tracking ahead of our latest fourth quarter Revenue and Adjusted
EBITDA guidance we provided during the third quarter earnings
release and expect to finish the year in-line with the supply
target we outlined when we announced the transaction with TPG Pace
Solutions,” said Jamie Cohen, CFO of Vacasa. “Relatively higher
occupancy during what has historically been a seasonally slower
period for the business, combined with our ability to add supply to
the platform, only furthers our confidence that we will finish
ahead of our original full-year 2022 Revenue target. Since we
announced the proposed business combination in July, we’ve
delivered financial results well ahead of our targets driven by the
ongoing consumer preference shift towards vacation rentals and
outstanding execution by all of our team members.”
“While COVID-19 variant concerns have affected certain segments
of the global travel industry over the past year, our domestic
focus and whole home offering has insulated our business,” said
Roberts. “We achieved record setting financial results in the third
quarter of 2021, a period during which the Delta variant caused a
significant increase of COVID-19 cases in the United States.”
Upon closing, the combined company is expected to trade on the
Nasdaq under the ticker symbol “VCSA” beginning December 7,
2021.
The shareholder vote at the Extraordinary General Meeting (the
“Special Meeting”) is scheduled to occur at 4:30 p.m. Eastern Time,
on November 30, 2021, at
https://www.cstproxy.com/tpgpacesolutions/2021 and at the offices
of Weil, Gotshal & Manges LLP, located at 767 5th Avenue, New
York, NY 10153.
Shareholders may withdraw any election to have their shares
redeemed in connection with the business combination by contacting
Continental Stock Transfer & Trust Company by 4:30 p.m. Eastern
Time on November 30, 2021 and subject to Company approval by 5:00pm
on December 3, 2021.
Important Information
Neither the SEC or any state securities commission has approved
or disapproved of the securities to be issued in connection with
the Business Combination, or determined if the Registration
Statement is accurate or adequate.
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).
Participants in Solicitation
TPGS, NewCo, Vacasa, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of TPGS 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 TPGS’s executive officers
and directors in the solicitation by reading TPGS’s initial public
offering prospectus, which was filed with the SEC on April 9, 2021,
the definitive proxy statement/prospectus relating to the business
combination, which was filed with the SEC on November 10, 2021, 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, is set forth in the definitive proxy
statement/prospectus relating to the business combination.
Shareholders, potential investors, and other interested persons
should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. Copies of these
documents may be obtained for free from the sources indicated
above.
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 inability to complete the transactions contemplated by the
Business Combination Agreement due to the failure to obtain
approval of the shareholders of TPGS or other reasons; (iv) 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; (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 TPGS 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 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 or Solicitation
This Press Release 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 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/20211129005360/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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TPG Pace Solutions (NYSE:TPGS)
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