Vacasa, Inc. Files 8-K with Material Agreement Details

TL;DR

Vacasa filed an 8-K on Dec 30th about a material agreement - check it out.

AI Summary

On December 30, 2024, Vacasa, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements, with exhibits. The company is incorporated in Delaware and its principal executive offices are located in Portland, Oregon.

Why It Matters

This filing indicates a significant new agreement for Vacasa, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-41130 — SEC File Number (Identifies Vacasa's SEC filing history)
• 87-1995316 — IRS Employer Identification No. (Tax identification for Vacasa, Inc.)

Key Players & Entities

• Vacasa, Inc. (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 850 NW 13th Avenue Portland, OR 097209 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share VCSA The Nasdaq Stock Mar
• $5.02 — be converted into the right to receive $5.02 in cash, without interest, subject to p
• $0.0001 — hare of Class B common stock, par value $0.0001 per share, of the Company (the "Class B
• $0.10 — Merger Consideration will be reduced by $0.10 for every 500 units that the Unit Count
• $15,000,000 — the Company Credit Agreement) is below $15,000,000 as of the last liquidity measurement of
• $4,077,500 — ny must pay Parent a termination fee of $4,077,500, and (b) termination by the Company in
• $5,825,000 — st pay the Company a termination fee of $5,825,000. Limited Guarantees; Equity Commitment

Filing Documents

• ny20040790x1_8k.htm (8-K) — 71KB
• ny20040790x1_ex2-1.htm (EX-2.1) — 985KB
• ny20040790x1_ex10-1.htm (EX-10.1) — 137KB
• ny20040790x1_ex10-2.htm (EX-10.2) — 172KB
• ny20040790x1_ex10-3.htm (EX-10.3) — 150KB
• ny20040790x1_ex10-4.htm (EX-10.4) — 121KB
• ny20040790x1_ex10-5.htm (EX-10.5) — 1286KB
• ny20040790x1_ex99-1.htm (EX-99.1) — 21KB
• 0001140361-24-050634.txt ( ) — 3657KB
• vcsa-20241230.xsd (EX-101.SCH) — 4KB
• vcsa-20241230_lab.xml (EX-101.LAB) — 22KB
• vcsa-20241230_pre.xml (EX-101.PRE) — 16KB
• ny20040790x1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Agreement and Plan of Merger On December 30, 2024, Vacasa, Inc. (the "Company") and Vacasa Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Company LLC"), entered into an Agreement and Plan of Merger (the "Merger Agreement") 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, the "Merger Subs"). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement, which is attached hereto as Exhibit 2.1. Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) LLC Merger Sub will merge with and into Company LLC (the "LLC Merger"), with Company LLC surviving the LLC Merger as a wholly owned subsidiary of Parent and (b) Company Merger Sub will merge with and into the Company (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Company surviving the Company Merger. If the Mergers are consummated, the Class A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act of 1934, as amended (the "Exchange Act") as promptly as practicable after the Company Merger Effective Time. Merger Consideration; Effect on Capital Stock At the effective time of the Company Merger (the "Company Merger Effective Time"), (a) each share of Class A common stock, par value $0.00001 per share, of the Company (the "Class A Common Stock") issued and outstanding immediately prior to the Company Merger Effective Time 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 fort

01

Item 7.01 Regulation FD Disclosure On December 30, 2024, the Company announced that it had entered into the Merger Agreement. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"). 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 plans to file a proxy statement on Schedule 14A and other relevant materials with the Securities and Exchange Commission (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 PROXY STATEMENT(S) 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 proxy statement(s) (when available) 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 proxy statement(s) 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 th

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View this 8-K filing on SEC EDGAR