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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Vacasa, Inc. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
91854V206 (CUSIP Number) |
Shulamit Leviant, Esq. Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor New York, NY, 10022 212-446-4053 Ele Klein & Adriana Schwartz Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
M.H. Davidson & Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Davidson Kempner Opportunistic Credit LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
71,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
DKOF VI Trading Subsidiary LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,270,442.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.09 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
DK VCSA Lender LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,523,352.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to (i) prior to receipt of Stockholder, the change of control provisions of the Revolving Credit Agreement, NASDAQ Listing Standard Rule 5635(b) and NASDAQ Listing Standard Rule 5635(d); and (ii) after receipt of Stockholder Approval, the change of control provisions of the Revolving Credit Agreement (the "Change of Control Rules"), and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 44.64%.
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Davidson Kempner Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,865,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to the Change of Control Rules, and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 49.43%.
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Anthony A. Yoseloff | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,865,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to the Change of Control Rules, and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 49.43%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Vacasa, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 NW 13th Avenue, Portland,
OREGON
, 097209. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 22, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 2 supplements Items 4 and 7 and amends and restates Item 5(a) and (b) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
On February 3, 2025, DKCM, on behalf of its affiliated investment funds (collectively, "DK") submitted to the Special Committee of the Board of Directors of the Issuer (the "Special Committee") a letter setting forth a non-binding offer to acquire all of the outstanding share capital of the Issuer that are not owned by DK for cash consideration of $5.25 per share of Class A Common Stock (the "Offer"). A copy of the Offer is filed as Exhibit 99.7 to this Amendment No. 2, and the information set forth in the Offer is incorporated by reference herein.
The Offer may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of the Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock from the Nasdaq Stock Market and other material changes in the Issuer's business or corporate structure.
While the Offer remains under consideration by the Special Committee referred to in the Offer, the Reporting Persons and their affiliates and representatives expect to discuss the Offer and related matters with the Issuer, the Special Committee and their respective representatives, as well as shareholders and other interested parties. The Reporting Persons do not intend to provide additional disclosures regarding the Offer until a definitive agreement has been reached unless disclosure is otherwise required under applicable U.S. securities laws.
No assurances can be given that a definitive agreement will be reached or that the transactions contemplated by the Offer will be consummated. The Reporting Persons reserve the right to modify or withdraw the Offer at any time.
On January 10, 2025, Alan Liu and Luis Sosa resigned from the Board of Directors of the Issuer.
The Reporting Persons' principal amount of the Initial Notes has increased to $31,369,875 as a result of in-kind interest payments on October 1, 2024 and January 1, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon an aggregate of 15,705,353 shares of Class A Common Stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 8, 2024, and assumes the conversion of Notes held by the Reporting Persons, subject, except as otherwise noted, to the Change of Control Rules. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7: Offer Letter, dated February 3, 2025, from Davidson Kempner to the Special Committee of the Board. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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