UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 17, 2025
Vacasa, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-41130
(Commission File Number)
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87-1995316
(IRS Employer Identification No.)
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850 NW 13th Avenue
Portland, OR 97209
(Address of Principal Executive Offices) (Zip Code)
(503) 946-3650
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, par value $0.00001 per share
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VCSA
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
| Item 1.01 |
Entry into a Material Definitive Agreement.
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Merger Agreement Amendment
On March 17, 2025, Vacasa, Inc. (the “Company”), entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Merger Agreement Amendment”) with Casago Holdings, LLC, a Delaware limited liability company
(“Parent”), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”), and Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub”
and collectively with Company Merger Sub, “Merger Subs”) to that certain Agreement and Plan of Merger, dated as of December 30, 2024, by and among the Company, Vacasa Holdings LLC, Parent and Merger Subs (the “Merger Agreement”). Capitalized terms
used and not otherwise defined herein have the meaning set forth in the Merger Agreement Amendment, which is attached hereto as Exhibit 2.1.
The Merger Agreement Amendment increased the Merger Consideration from $5.02 in cash to $5.30 in cash, without interest, for each share of the Company’s Class A common stock, par value $0.00001 per share (the “Class A
Common Stock”), issued and outstanding immediately prior to the Company Merger Effective Time, other than the Excluded Shares. The Merger Agreement Amendment also removed both purchase price adjustment provisions, which could have resulted in a
reduction to the Merger Consideration based on Unit Count and/or the Company’s Liquidity. The Merger Agreement Amendment also eliminated Parent’s right to terminate the Merger Agreement if the Unit Count decreased to below 24,000 as of the
Adjustment Measurement Date.
The Merger Agreement Amendment increased from $4,077,500 to $4,500,000 the termination fee payable by the Company to Parent in connection with the termination of the Merger Agreement in specified circumstances,
including termination by the Company to accept and enter into a definitive agreement with respect to a Superior Proposal or termination by Parent following a Change of Recommendation, or the occurrence of other, customary circumstances. The Merger
Agreement Amendment also increased from $5,825,000 to $6,000,000 the termination fee payable by Parent to the Company in connection with the termination of the Merger Agreement in specified circumstances, including termination by the Company in the
event of a Parent terminable breach or termination by the Company or Parent as a result of Parent’s failure to close the Mergers.
The Merger Agreement Amendment added as a condition to closing of the Mergers the expiration or termination of any applicable waiting period under the HSR Act relating to the consummation of the Mergers and that there
not be in effect any agreement with either the Federal Trade Commission or Antitrust Division of the Department of Justice not to consummate the Mergers. The Merger Agreement Amendment requires the Company, Parent and Merger Subs to use reasonable
best efforts to, as promptly as reasonably practicable, and in any event within fifteen Business Days after the date of the Merger Agreement Amendment, make all necessary filings under the HSR Act. The Company will bear the costs of any such
filings and up to $200,000 of additional costs incurred by Parent related to such filings.
The Merger Agreement Amendment also added a mutual expense reimbursement under certain specified circumstances for all reasonable and documented out-of-pocket fees and expenses up to $3,000,000. Such expense
reimbursement is payable (i) by the Company if it owes the Company Termination Fee, subject to a maximum total payment of $6,500,000; (ii) by Parent if it owes the Parent Termination Fee, subject to a maximum total payment of $6,500,000; (iii) by
the Company if the stockholders of the Company do not vote to approve the Mergers, subject to a maximum total payment of $1,500,000; and (iv) in other circumstances where the Merger Agreement is terminated but no Parent Termination Fee is owed.
Additionally, in connection with the entry into the Merger Agreement Amendment, the Company also entered into an amendment to the limited guarantee in favor of the Company pursuant to which the Guarantors are
guaranteeing certain obligations of Parent and Merger Subs in connection with the Merger Agreement (as amended by the Merger Agreement Amendment). Parent and each of the Guarantors also entered into an amendment to the equity commitment letter
pursuant to which the Guarantors have, together, committed to invest sufficient funds in Parent to finance the Merger Consideration (as amended by the Merger Agreement Amendment). All other material terms of the limited guarantee and equity
commitment letter remain substantially the same and in full force and effect as originally executed.
All other material terms of the Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on December 31, 2024, remain substantially the same and in
full force and effect as originally executed.
The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in entirety by reference to the Merger Agreement Amendment, which is attached as Exhibit
2.1 to this report and incorporated herein by reference.
| Item 8.01 |
Other Events
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On March 17, 2025, the Company issued a press release announcing the Merger Agreement Amendment. The press release also announced that the Company determined the revised proposal it received from Davidson Kempner
Capital Management LP is neither a Superior Proposal nor a proposal that would reasonably be expected to result in a Superior Proposal. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
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 filed an amended preliminary proxy statement
on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on March 12, 2025 (the “Preliminary Proxy Statement”), and plans to file a definitive proxy statement on Schedule 14A and other relevant materials with 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 PRELIMINARY PROXY STATEMENT 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 Preliminary Proxy Statement 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 Preliminary Proxy Statement 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 of the definitive proxy statement for the 2024
annual meeting of stockholders of the Company, which was filed with the SEC on April 8, 2024, 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 Preliminary Proxy Statement, commencing on page 124. The
Preliminary 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 in the Preliminary
Proxy Statement, such changes 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. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Preliminary Proxy Statement and other relevant materials filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2025, by and among Vacasa, Inc., Casago Holdings, LLC, Vista Merger Sub II Inc. and Vista Merger Sub LLC.
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Press release, dated March 17, 2025.
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104
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VACASA, INC.
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By:
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/s/ Robert Greyber
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Name:
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Robert Greyber
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Title:
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Chief Executive Officer
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Dated: March 18, 2025