SEC Form SC 13E3 filed by Vacasa Inc.

This Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Vacasa, Inc., a Delaware corporation (“Vacasa” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction; (2) Vacasa Holdings LLC, a Delaware limited liability company (“Vacasa LLC”); (3) Casago Holdings, LLC, a Delaware limited liability company (“Parent”); (4) Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”); (5) Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub” and, together with Company Merger Sub, “Merger Subs”); (6) Casago Global, LLC, a Delaware limited liability company; (7) Roofstock, Inc., a Delaware corporation; (8) TRT Investors 37, LLC, a Texas limited liability company; (9) MHRE STR II, LLC, a Delaware limited liability company; (10) SLP V Venice Feeder I, L.P., a Delaware limited partnership; (11) SLP Venice Holdings L.P., a Delaware limited partnership; (12) SLP V Aggregator GP, L.L.C., a Delaware limited liability company; (13) Silver Lake Technology Associates V, L.P., a Delaware limited partnership; (14) SLTA V (GP), L.L.C., a Delaware limited liability company; (15) Silver Lake Group, L.L.C., a Delaware limited liability company; (16) RW Vacasa AIV L.P., a Delaware limited partnership; (17) RW Industrious Blocker L.P., a Delaware limited partnership; (18) Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership; (19) RCP III Vacasa AIV L.P., a Delaware limited partnership; (20) RCP III Blocker Feeder L.P., a Delaware limited partnership; (21) Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership; (22) RCP III (A) Blocker Feeder L.P., a Delaware limited partnership; (23) RCP III (A) Vacasa AIV L.P., a Delaware limited partnership; (24) Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership; (25) Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership; (26) LEGP II AIV(B), L.P., a Delaware limited partnership; (27) LEGP I VCS, LLC, a Delaware limited liability company; (28) LEGP II VCS, LLC, a Delaware limited liability company; and (29) Level Equity-VCS Investors, LLC, a Delaware limited liability company (each of (10), (11) and (16) through (29), a “Rollover Stockholder”, and collectively, the “Rollover Stockholders”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 30, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Company Merger Sub, LLC Merger Sub, Vacasa LLC and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), (i) LLC Merger Sub will merge with and into Vacasa LLC (the “LLC Merger”), with Vacasa LLC surviving such merger as a subsidiary of Parent and (ii) immediately after the LLC Merger, Company Merger Sub will merge with and into Vacasa (the “Company Merger” and, together with the LLC Merger, the “Mergers”), with Vacasa surviving such merger as a wholly owned subsidiary of Parent and Vacasa LLC indirectly becoming a wholly owned subsidiary of Parent.

Upon the consummation of the Company Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than certain excluded shares of Class A Common Stock and the Rollover Stock, but including each share of Class A Common Stock resulting from (i) the redemption of limited liability company units (other than the Class G limited liability company units) of Vacasa LLC (the “Common Units”) and (ii) the issuance of Class A Common Stock upon conversion of Class G Common Stock, par value $0.00001 per share, of Vacasa (“Class G Common Stock”)) will be converted into the right to receive $5.02 in cash, without interest, subject to potential downward adjustment in accordance with the terms and conditions set forth in the Merger Agreement (the “Merger Consideration”) after giving effect to any required withholding taxes. The Merger Consideration is subject to potential downward adjustment based on (i) the number of homes under management by Vacasa and its subsidiaries as of twelve business days prior to the anticipated closing date (the “Adjustment Measurement Date”) and (ii) Vacasa’s Liquidity (as defined in Vacasa’s Credit Agreement) as of the most recently available calculation of Liquidity within seven days of the Adjustment Measurement Date. Vacasa will issue a press release prior to the closing of the Mergers announcing the final Merger Consideration.

The Merger Consideration will not be paid in respect of (i) any shares of Class A Common Stock, Class B common stock, par value $0.00001 per share, of Vacasa (the “Class B Common Stock”) and Class G Common Stock held by Vacasa as treasury stock or owned by Parent or Merger Subs and any such shares owned by any direct or indirect wholly owned subsidiary of Parent or Merger Subs, in each case as of immediately prior to the Company Merger Effective Time (and excluding any Rollover Shares (as defined below)), which will cease to be outstanding, be automatically cancelled without payment of any consideration therefor or any conversion thereof and cease to exist, (ii) certain shares of Class A Common Stock held by the Rollover Stockholders (the “Rollover Shares”), which will be contributed to Parent immediately prior to the Vacasa LLC Units Redemption pursuant to the Support Agreements entered into in connection with the Merger Agreement (such contribution of Rollover Shares together with the contribution to Parent of certain Common Units (such contributed Common Units, the “Rollover Units”), the “Rollover”) and (iii) shares of Class A Common Stock held by holders who have not consented to the adoption of the Merger Agreement in writing and who have properly exercised appraisal rights with respect to their shares in accordance with, and who have complied with, Section 262 of the DGCL.

In connection with the Merger Agreement, MHRE STR II, LLC, TRT Investors 37, LLC and Roofstock, Inc. (the “Guarantors”) have delivered to Vacasa (i) a limited guarantee in favor of Vacasa and pursuant to which the Guarantors are guaranteeing certain obligations of Parent and Merger Subs in connection with the Merger Agreement and (ii) an executed equity commitment letter between Parent and the Guarantors pursuant to which the Guarantors have, together, committed to invest sufficient funds in Parent to finance a portion of the Merger Consideration.

The board of directors of Vacasa (the “Board”) formed a special committee of the Board comprised solely of disinterested and independent directors (the “Special Committee”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, in consultation with its independent legal and financial advisors and, where appropriate, with Vacasa’s management and Vacasa’s legal advisors. The Special Committee, as more fully described in the accompanying Proxy Statement (as defined below), unanimously (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the holders of Class A Common Stock, Class B Common Stock and Class G Common Stock (“Company Stock”) (in their capacity as such), excluding the Rollover Stockholders (collectively, the “Unaffiliated Stockholders”), (ii) recommended that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, and determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the Unaffiliated Stockholders and (iii) recommended that, subject to Board approval, the Board submit the Merger Agreement to the stockholders of Vacasa for their adoption and recommend that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

The Board (acting on the unanimous recommendation of the Special Committee) has (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement, including the Mergers, are fair to, and in the best interests of, Vacasa, the Unaffiliated Stockholders, Vacasa LLC and its members, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (iii) authorized and approved the execution, delivery and performance by Vacasa and Vacasa LLC of the Merger Agreement and the consummation of transactions contemplated thereby, including the Mergers, upon the terms and subject to the conditions contained therein, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Vacasa at a meeting of the stockholders of Vacasa, and (v) recommended that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board is soliciting proxies from stockholders of the Company in connection with the Mergers. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein

are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Mergers are a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning Vacasa contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by Vacasa. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

(a) Name and address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Market Price of Vacasa Class A Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Dividends”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—The Parties to the Merger Agreement”

“The Parties to the Merger Agreement”

“Important Information Regarding Vacasa”

“Important Information Regarding the Filing Parties”

“Where You Can Find More Information”

(a)(1) Material terms. Tender offers. Not applicable

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

“Special Factors—Anticipated Accounting Treatment”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Special Meeting—Votes Required”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—Appraisal Rights”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Provisions for Unaffiliated Security Holders”

(f) Eligibility for listing or trading. Not applicable.

(a)(1) - (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

“Important Information Regarding the Filing Parties”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(b) - (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

Annex A—Agreement and Plan of Merger

(c)(1) - (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa”

Annex A—Agreement and Plan of Merger

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

Annex B—Opinion of PJT Partners

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Appraisal Rights”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

(a) - (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Provisions for Unaffiliated Security Holders”

Annex B—Opinion of PJT Partners

The discussion materials to the Special Committee dated October 17, 2024, November 5, 2024, December 8, 2024, December 9, 2024 and December 29, 2024, each prepared by PJT Partners and reviewed by the Special Committee, are filed as Exhibits (c)(ii) – (c)(vi) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“The Special Meeting—Votes Required”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Provisions for Unaffiliated Security Holders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Proposal 1: The Merger Proposal”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

(a) - (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Where You Can Find More Information”

Annex B—Opinion of PJT Partners

The discussion materials to the Special Committee dated October 17, 2024, November 5, 2024, December 8, 2024, December 9, 2024 and December 29, 2024, each prepared by PJT Partners and reviewed by the Special Committee, are filed as Exhibits (c)(ii) – (c)(vi) and are incorporated herein by reference.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has been so designated in writing.

(a) - (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Financing”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Conditions to the Mergers”

“The Merger Agreement—Equity Financing”

Annex A—Agreement and Plan of Merger

Equity Commitment Letter, dated as of December 30, 2024, from Roofstock, Inc., MHRE STR II, LLC and TRT Investors 37, LLC, is attached hereto as Exhibit (b)(i) and is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Fees and Expenses”

“Special Factors—Opinion of PJT Partners”

“The Merger Agreement—Company Termination Fee”

“The Merger Agreement—Parent Termination Fee”

“The Merger Agreement—Expenses”

“The Special Meeting—Solicitation of Proxies”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Support Agreements”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“The Merger Agreement”

“Support Agreements”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Intent of Vacasa’a Directors and Executive Officers to Vote in Favor of the Mergers”

“Support Agreements”

“The Merger Agreement—Vote of the Rollover Stockholders”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

(a) Financial information. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are incorporated herein by reference. The unaudited condensed consolidated financial statements set forth in Item 1 of the Company Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Company Financial Forecasts”

“Important Information Regarding Vacasa—Book Value Per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

(a) - (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

(b) Golden Parachute Compensation. Not applicable.

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

The following exhibits are filed herewith:

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.