PORTLAND, Ore.–(BUSINESS WIRE)–Vacasa, a leading vacation rental management platform in North America, today 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 LP (“Davidson Kempner”) to acquire the Company for $5.75 per share in cash (the “Davidson Kempner Proposal”), 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 (“TRA”) 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, (i) approved and adopted the Amended Agreement, (ii) recommends that the Company’s shareholders adopt the Amended Agreement, and (iii) 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.
Vacasa encourages shareholders to read the full text of the Amendment to be included with the Company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission (“SEC”) in due course. Further, the Company intends to file a definitive proxy statement for the Special Meeting of Vacasa’s shareholders with the SEC. Shareholders are urged to read the definitive proxy statement and such other relevant materials for more information.
Casago’s President, Joe Riley, shared his excitement about moving forward, stating: “The decision to enhance our offer indicates our commitment to closing this transaction as quickly as possible. Homeowners and industry partners have responded positively to the December 30th merger announcement, and to our shared vision of empowering local teams to provide exceptional hospitality through an owner centric approach. These past weeks have also affirmed our confidence in the Vacasa team. Indeed, the exceptional talent and dedication of Vacasa employees was a driving force behind our decision to make this enhanced offer. We could not be more impressed with the Vacasa team, and are excited to roll up our sleeves and work alongside them post close!”
PJT Partners is serving as financial advisor and Vinson & Elkins LLP is acting as legal advisor to the Special Committee. Latham & Watkins LLP is acting as legal advisor to Vacasa.
About Vacasa
Vacasa is a leading vacation rental management platform in North America, transforming the vacation rental experience by integrating purpose-built technology with expert local and national teams. Homeowners enjoy earning significant incremental income on one of their most valuable assets, delivered by the company’s unmatched technology that is designed to adjust rates in real time to maximize revenue. Guests can relax comfortably in thousands of Vacasa homes in hundreds of destinations across the United States, and in Belize, Canada, Costa Rica, and Mexico, knowing that 24/7 support is just a phone call away. In addition to enabling guests to search, discover and book its properties on Vacasa.com and the Vacasa Guest App, Vacasa provides valuable, professionally managed inventory to top channel partners, including Airbnb, Booking.com and Vrbo.
