VCSA News & Events

Vacasa announced that its stockholders have approved the proposed merger with Casago. On April 29, 2025, Vacasa held a special meeting of the company's stockholders to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 thereto, dated as of March 17, 2025, and by Amendment No. 2 thereto, dated as of March 28, 2025. At the Special Meeting, approximately 69% of the company's Class A common stock, 96% of the company's Class B common stock and 72% of the company's Class A common stock and Class B common stock, voting together as a single class, voted in favor of the Merger Agreement Proposal. The company expects closing of the Merger to occur at 11:59 pm ET on April 30, 2025, subject to the satisfaction or waiver of the remaining closing conditions. A final report on the results of the Special Meeting will be made on a Form 8-K to be filed with the Securities and Exchange Commission.

Vacasa announced that Institutional Shareholder Services and Glass, Lewis recommend shareholders vote for the proposed merger with Casago. A special meeting of Vacasa's shareholders related to the proposed merger is scheduled for April 29.

Vacasa announced that the Special Committee of its Board of Directors has unanimously determined that the revised unsolicited acquisition proposal from Davidson Kempner Capital Management LP does not constitute, and is not reasonably likely to result in, a "superior proposal" pursuant to the terms of the definitive merger agreement between Casago and Vacasa. "In making its determination, the Special Committee considered a number of factors, including: that the Proposal remains conditioned upon requiring an amendment to the company's Tax Receivable Agreement, for which Davidson Kempner has been unable to obtain the requisite approvals from TRA beneficiaries, or to provide any clear path towards obtaining such approvals; Davidson Kempner's continued rejection of many of the company's material requests regarding closing conditions and terms to improve transaction certainty; and concerns regarding Davidson Kempner's position as a creditor of the company, providing asymmetric downside risk to public stockholders in the event a transaction with Davidson Kempner failed to close. Ultimately, in light of the above, the Special Committee determined that the Proposal was not reasonably likely to be consummated in accordance with its terms, so long as the Proposal remained conditioned upon receipt of an amendment to the TRA and subject to materially greater risks regarding closing certainty than the Casago transaction. The Special Committee takes its fiduciary duties to act in the best interests of public stockholders extremely seriously and strongly disagrees with the various assertions made by Davidson Kempner in its most recent proposal letters. Notwithstanding Davidson Kempner's proposed purchase price of $5.83 per share, the Special Committee cannot support a transaction that is not actionable and has significantly less certainty of closing than the transaction with Casago, especially in light of recent market volatility and uncertainty," the company stated. On March 17, Vacasa entered into an amendment to the Merger Agreement pursuant to which Casago will acquire all outstanding shares of the Company held by public shareholders at a price of $5.30 per share. Under the amendment, Casago also agreed to remove both purchase price adjustment provisions, which could have resulted in a reduction of the merger consideration due to shortfalls in the Company's liquidity or units under management compared to specified thresholds. The Special Committee and the Board each reaffirm their support for the Merger Agreement with Casago, as so amended, and the Board reaffirms its recommendation that Vacasa shareholders vote in favor of the transaction with Casago.

Vacasa announced that, upon the recommendation of the Special Committee of its Board of Directors, and following a comprehensive review and in consultation with its outside legal counsel and financial advisor, the Board has approved the acceptance by the Company of a proposal from Casago to increase the price of its pending acquisition of Vacasa to $5.30 per share in cash. The Company has accepted this proposal and entered into an amendment to its previously announced definitive merger agreement with Casago to acquire the Company. Under the terms of the Amended Agreement, Casago, a premier vacation rental property management company, will acquire all outstanding shares of the Company held by public stockholders at a price of $5.30 per share. Casago has also agreed to remove both purchase price adjustment provisions, which could have resulted in a reduction of the merger consideration due to shortfalls in the Company's liquidity or units under management compared to specified thresholds, as part of the Amended Agreement. The Special Committee, in consultation with its outside legal counsel and financial advisor, gave due consideration to a revised proposal it received from Davidson Kempner Capital Management to acquire the Company for $5.75 per share in cash, and engaged in discussions with Davidson Kempner and its advisors regarding its revised proposal. The Special Committee determined that the Davidson Kempner Proposal, after giving effect to all revisions made to such proposal by Davidson Kempner, is neither a "Superior Proposal" nor a proposal that would reasonably be expected to result in a "Superior Proposal" as that term is defined in the Merger Agreement. In making its recommendation, the Special Committee carefully assessed the relative benefits and risks of the proposals from both Casago and Davidson Kempner. The Special Committee determined that entering into the Amended Agreement with Casago was in the best interests of the Company's public shareholders due to, among other things: The superior certainty of signing and closing presented by the transaction with Casago compared to the Davidson Kempner Proposal, given that the Davidson Kempner Proposal was conditioned upon requiring an amendment to the Company's Tax Receivable Agreement for which Davidson Kempner had been unable to obtain the requisite approvals from TRA beneficiaries or to provide any clear path towards obtaining such approvals. During the engagement with Davidson Kempner, the Special Committee received confirmation from holders of a majority in interest of the TRA that they were not supportive of approving a TRA amendment to facilitate the Davidson Kempner Proposal; The fact that, in addition to the inability to eliminate the TRA amendment condition, the Special Committee had not been able to finalize negotiations with Davidson Kempner regarding definitive agreements with respect to other transaction terms the Special Committee believed to be important to ensure certainty of price and closing over the periods of engagement pursuant to a waiver of the Company's non-solicitation obligations by Casago; The Special Committee's belief that time is of the essence and that any delay that could result from continuing to seek to negotiate a definitive agreement with Davidson Kempner with no certainty as to when an agreement could be reached, if at all, could negatively impact the Company and its stakeholders and jeopardize the Casago transaction; and The Company intends to expeditiously finalize and mail the final proxy statement to the Company's stockholders with the goal of closing the transaction by the end of April. In connection with this determination, the Board, on the recommendation of the Special Committee, approved and adopted the Amended Agreement, recommends that the Company's shareholders adopt the Amended Agreement, and determined that the Davidson Kempner Proposal, after giving effect to all revisions made to such proposal by Davidson Kempner, is neither a "Superior Proposal" nor a proposal that would reasonably be expected to result in a "Superior Proposal" as that term is defined in the Merger Agreement. As a result, Vacasa has ceased engagement with Davidson Kempner in accordance with the terms of the Amended Agreement.