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)


Delaware
(State or other jurisdiction of
incorporation)
001-41130
 
(Commission File Number)
87-1995316
 
(IRS Employer Identification No.)

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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share
  
VCSA
  
The Nasdaq Stock Market LLC

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.

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

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.

(d)          Exhibits.

Exhibit No.
  
Description
 
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.
 
Press release, dated March 17, 2025.
104
  
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.


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.

 
VACASA, INC.
     
 
By:
/s/ Robert Greyber
 
Name:
Robert Greyber
 
Title:
Chief Executive Officer

Dated: March 18, 2025
Exhibit 2.1

AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024 (the “Merger Agreement”), by and among 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”), 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”), Vacasa, Inc., a Delaware corporation (the “Company”), and Vacasa Holdings LLC, a Delaware limited liability company (“Company LLC”), is entered into by and among Parent, Merger Subs and the Company (collectively, the “Parties” and each, a “Party”) as of March 17, 2025. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein;
WHEREAS, the Company Board (acting on the recommendation of the Special Committee) has approved and declared advisable the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated by the Merger Agreement as amended by this Amendment, including the Mergers, in each case on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL; and
WHEREAS, pursuant to Section 9.2 of the Merger Agreement, the Merger Agreement may be amended, modified or waived only if such amendment, modification or waiver is in writing and signed by Parent, Merger Subs and the Company, each of which has duly executed this Amendment.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the Parties, intending to be legally bound, agree as follows:
1.           Amendment to Section 4.2(a). Section 4.2(a) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:
“(a)           Merger Consideration. Each share of Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (including, for the avoidance of doubt, each share of Class A Common Stock resulting from (i) the redemption of Common Units for shares of Class A Common Stock in accordance with the Company LLC Agreement and pursuant to Section 1.1 and (ii) the conversion of Class G Common Stock to Class A Common Stock in accordance with the Company Certificate of Incorporation and pursuant to Section 1.1), other than (A) shares of Class A Common Stock that are to be canceled in accordance with Section 4.2(b), (B) the Class A Rollover Shares, and (C) shares of Class A Common Stock that are issued and outstanding as of immediately prior to the Company Merger Effective Time and held by stockholders of the Company who have not voted in favor of the adoption of this Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL (the shares of Company Stock referred to in clause (C), “Dissenting Shares,” and the shares of Company Stock referred to in clause (A), clause (B) and clause (C), collectively, “Excluded Shares”), shall be automatically converted into the right to receive $5.30 per share of Class A Common Stock in cash, without interest (the “Merger Consideration”). At the Company Merger Effective Time, all of the shares of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 4.2(a) shall cease to be outstanding, shall be canceled and shall cease to exist, and each share of Class A Common Stock (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration. At the Company Merger Effective Time, each share of Class B Common Stock issued and outstanding immediately prior to the Company Merger Effective Time shall be automatically canceled and shall cease to exist and no payment shall be made with respect thereto, and the holders thereof shall cease to have any rights with respect thereto.”
2.           Amendment to Section 4.4.
(a)
Section 4.4(e) of the Merger Agreement is hereby amended by deleting the words “or, if later, the one-year anniversary of the date any amounts are deposited with the Paying Agent in accordance with Section 4.7(h)(iii)” that appear therein.
(b)
Section 4.4(g) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“(g) Withholding Rights. Each of Parent, the Company, Merger Subs, the Surviving Corporation and the Paying Agent (and any Affiliates and designees of the foregoing), as applicable, shall be entitled to deduct or withhold, or cause to be deducted or withheld, from the amounts otherwise payable (in cash or otherwise) pursuant to this Agreement such amounts as it reasonably determines it is required to deduct or withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable U.S. federal, state or local or non-U.S. Law. To the extent that amounts are so deducted or withheld and timely remitted to the applicable Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Except with respect to any amounts payable pursuant to Section 4.5 or from any failure to provide the forms or certifications described in Section 6.15(e) or Section 6.15(f), or with respect to any amounts characterized as interest for U.S. federal income tax purposes, as applicable, to the extent any Party or any of the Guarantors becomes aware of any obligation to deduct or withhold any amount from any payment hereunder, then such Person shall provide notice to the Parties as soon as reasonably practicable of the intent to deduct or withhold and the basis for such deduction or withholding, and the Parties shall, and shall cause their applicable Affiliates, permitted successors and assigns to, reasonably cooperate with one another in order to eliminate or reduce such deduction or withholding to the extent possible. Each of Parent, the Company, Merger Subs, the Surviving Corporation and the Paying Agent (and any Affiliates and designees of the foregoing) may satisfy any obligation to deduct or withhold from amounts otherwise payable pursuant to this Agreement by withholding from other cash payments required to be made to the Person in respect of which such deduction or withholding was required to be made, or by withholding a portion of any non-cash property to be paid to such Person, selling such property, and remitting the cash proceeds to the applicable Governmental Authority.”
3.
Amendment to Section 4.7. Section 4.7 of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“4.7.           [Intentionally Omitted].”

4.
Amendment to Section 5.1(e)(ii). Section 5.1(e)(ii) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“(ii)           The execution and delivery of this Agreement by the Company and Company LLC does not, and the performance of this Agreement by the Company and Company LLC will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any U.S. federal, state, county or local or non-U.S. government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal (including employment tribunal), or judicial or arbitral body (a “Governmental Authority”), except for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws, (B) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, (C) compliance with any applicable stock exchange rules, (D) as may be required under the HSR Act, and (E) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.”

5.
Amendment to Section 5.2(c)(i). Section 5.2(c)(i) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:
6.
“(i) The execution, delivery and performance by Parent and Merger Subs of this Agreement and the consummation by Parent and Merger Subs of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, (B) compliance with any applicable requirements of the Exchange Act, the Securities Act and any other applicable Blue Sky Laws, (C) compliance with any applicable stock exchange rules, (D) as may be required under the HSR Act, and (E) where the failure to take such actions or obtain such authorization would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Subs to consummate the Mergers and any other transactions contemplated by this Agreement.”
7.
Amendment to Section 6.5(a).  Section 6.5(a) of the Merger Agreement is hereby amended by adding the following sentence to the end of Section 6.5(a).


“Subject to the terms of this Agreement, each of the Company, Parent and Merger Subs shall use reasonable best efforts to, as promptly as reasonably practicable, and in any event within fifteen Business Days after the date of Amendment No. 1 to this Agreement, dated as of March 17, 2025, by and among the Parent, Merger Subs and the Company, make or cause to be made all necessary filings under the HSR Act, and thereafter promptly make an appropriate response to any requests for additional information and documentary material that may be requested pursuant to any Antitrust Law.”

8.
Amendment to Section 6.10. Section 6.10 of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:


“Expenses.  Except as provided in Section 8.2, whether or not the Mergers are consummated, all fees, costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Mergers and any other transactions contemplated by this Agreement, including all fees and expenses of its Representatives, shall be paid by the Party incurring such fees or expenses, except that (a) the filing fee for the Proxy Statement and the Schedule 13e-3 shall be borne by Parent, (b) up to $200,000 in costs for printing and mailing the Proxy Statement and the Schedule 13e-3 shall be borne by the Company, (c) the filing fee for filings under the HSR Act and up to $200,000 of additional costs, fees and expenses incurred by Parent in connection with preparing such filings shall be borne by the Company and (d) any documented fees, costs and expenses incurred, paid or payable by the Company or its Subsidiaries (including all reasonable and documented attorneys’ and financial advisor fees) (collectively, the “Amendment Fees”) solely in connection with any amendment or refinancing of the Company Credit Agreement in connection with the transactions contemplated by this Agreement shall be borne by Parent and payable by Parent on the earlier of the termination of this Agreement or the Closing Date (as applicable, the “Amendment Fee Payment Date”). Notwithstanding any provision of this Agreement to the contrary, in the event this Agreement is validly terminated (i) (A) by the Company or Parent pursuant to Section 8.1(c), (B) by the Company or Parent pursuant to Section 8.1(b), Section 8.1(c) (and thereafter, the Company Termination fee becomes payable in accordance with Section 8.2(b)), or Section 8.1(d), (C) by Parent pursuant to Section 8.1(e), Section 8.1(g), Section 8.1(j) or (D) by the Company pursuant to Section 8.1(h), then the Company shall pay or cause to be paid all reasonable and documented out-of-pocket fees and expenses incurred by Parent in connection with the transactions contemplated by this Agreement, including legal, accounting, investment banking, and other advisory fees or (ii) under circumstances where the Parent Termination Fee is due and payable, Parent shall pay or cause to be paid all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement, including legal, accounting, investment banking, and other advisory fees and expenses; provided, in the event any such fees and expenses are required to be paid in accordance with the foregoing clauses (i) or (ii), such fees and expenses shall be paid promptly, but in any event within two (2) Business Days after the date of such termination (or if later, the date the related Company Termination Fee becomes payable), by wire transfer of immediately available funds to the accounts designated in writing by the party owed such fees and expenses; provided, however, that in the event (I) the Company Termination Fee is due and payable, the Company shall pay such fees and expenses payable pursuant to the foregoing clause (i) concurrently with such Company Termination Fee or (II) the Parent Termination Fee is due and payable, Parent shall pay or cause to be paid such fees and expenses payable pursuant to the foregoing clause (ii) concurrently with such Parent Termination Fee; provided, further that in no event shall such fees and expenses payable pursuant to the foregoing clause (i)(A) exceed $1,500,000; provided, further, that in no event shall such fees and expenses payable pursuant to the foregoing clauses (i) or (ii) (inclusive of any amounts payable pursuant to clause (i)(A)) exceed $3,000,000 in the aggregate; further provided, however, that in no event shall (x) the amount of such fees and expenses payable pursuant to the foregoing clause (i) by the Company, together with the amount of any Company Termination Fee payable by the Company, or (y) the amount of such fees and expenses payable by the foregoing clause (ii) by Parent, together with the amount of any Parent Termination Fee payable by the Parent, in each case, exceed $6,500,000 in the aggregate.”
9.            Amendment to Section 6.17. Section 6.17 of the Merger Agreement is hereby amended by deleting the words “The Liquidity set forth in the Adjustment Statement shall be reduced by the Company Owed Payoff Portion.” that appear therein.

10.          Amendment to Section 6.18(b). Section 6.18(b) of the Merger Agreement is hereby amended by deleting the words “and, in the event the default or penalty interest rate will remain in effect after the Closing, the incremental interest amount owed as a result of such default or penalty interest rate for a theoretical twelve-month period from the Closing Date (calculated based on the trailing twelve-month average amount of borrowings as of the Closing Date that would be subject to the default or penalty interest rate) shall reduce Liquidity as set forth in the Adjustment Statement” that appear therein.

11.          Amendment to 7.1. Section 7.1 of the Merger Agreement is hereby amended by inserting a new Section 7.1(c) to read as follows:

“(c)           HSR Act. Any applicable waiting period under the HSR Act relating to the consummation of the Mergers shall have expired or been terminated and there shall 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.”

12.          Amendment to Section 7.2. Section 7.2(f) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“(f)             [Intentionally omitted.]”

13.          Amendment to Section 8.1. Section 8.1(k) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“(k)            [Intentionally omitted.]”
14.
Amendment to Section 8.2.
(a)
Section 8.2(b) of the Merger Agreement is hereby amended by deleting reference to “$4,077,500” and inserting in lieu thereof “$4,500,000”.
(b)
Section 8.2(c) of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“(c) In the event this Agreement is validly terminated:
(i)
by the Company pursuant to Section 8.1(f) (Terminable Breach) or Section 8.1(i) (Parent Failure to Close); or
(ii)
by the Company or Parent pursuant to Section 8.1(b) at a time when the Company could have terminated this Agreement pursuant to Section 8.1(f) (Terminable Breach) or Section 8.1(i) (Parent Failure to Close), then within two Business Days after termination of this Agreement, Parent shall pay or cause to be paid a termination fee of $6,000,000 (the “Parent Termination Fee”) to the Company by wire transfer of immediately available funds to an account designated in writing by the Company.”
15.          Amendment to Section 9.9. Section 9.9 of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

“9.9.          No Third-Party Beneficiaries. Except as provided in this Section 9.9, Parent and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other Parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein; provided that if, and only if, the Company Merger Effective Time occurs, (a) the holders of shares of Company Stock and Company Equity Awards shall be third-party beneficiaries of, and entitled to rely on, Section 4.2 (Effect of the Company Merger; Conversion of Securities), Section 4.4 (Exchange of Shares) and Section 4.5 (Treatment of Company Equity Awards) and (b) the Indemnified Parties shall be third-party beneficiaries of, and entitled to rely on, Section 6.11 (Indemnification; Directors’ and Officers’ Insurance). The Parties further agree that the rights of third-party beneficiaries under the first proviso of this Section 9.9 shall not arise unless and until the Company Merger Effective Time occurs.”
16.          Amendment to Section 9.19. Section 9.19 of the Merger Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:
“9.19.         [Intentionally Omitted].”
17.          Amendment to Annex A.
(a)
Annex A of the Merger Agreement is hereby amended by deleting the definitions of the following terms that appear therein in their entirety:

“Escrow Account”

“Escrow Agent”

“Escrow Agreement”

“Floor Unit Count”
(b)
Annex A of the Merger Agreement is hereby amended by inserting a new defined term to read as follows:

““HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.”
(c)
Annex A of the Merger Agreement is hereby amended by inserting a new defined term to read as follows:

““Securityholder Representative” means any Person that the Company appoints in writing to Parent prior to the Closing.”
(d)
The definition of “Material Adverse Effect” contained in Annex A of the Merger Agreement is hereby amended by deleting such definition in its entirety and inserting in lieu thereof the following:

““Material Adverse Effect” means any change, effect, event, occurrence, circumstance, fact or development that, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse on the business, operations, assets, properties, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; provided, however, that no change, effect, event, occurrence, circumstance, fact or development resulting from, relating to or arising from the following shall constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred, is occurring or would be occurring: (a) changes in the economy or financial, debt, credit or securities markets generally in the United States or any other country or region in the world, or changes in conditions in the global economy generally; (b) changes generally affecting the industries in which the Company and its Subsidiaries operate; (c) changes in United States generally accepted accounting principles (“U.S. GAAP”) or in any Law, or the official interpretations thereof; (d) changes in any political or geopolitical, regulatory, legislative or social conditions, acts of war (whether or not declared), hostilities, military actions or acts of terrorism, or any escalation or worsening of the foregoing; (e) weather conditions or acts of God (including storms, earthquakes, tsunamis, tornados, hurricanes, pandemics (including COVID-19), epidemics or other outbreaks of disease, quarantine restrictions, floods, droughts or other natural disasters and force majeure events) (or escalation or worsening of any such events or occurrences, including, as applicable, subsequent wave(s)); (f) any capital market conditions, in each case in the United States or any other country or region in the world; (g) a decline, in and of itself, in the price or trading volume of the shares of Class A Common Stock on Nasdaq or any other securities market or in the trading price of any other securities of the Company or any of its Subsidiaries; provided that the underlying causes of any such decline may be taken into account unless (and to the extent) such underlying cause would otherwise be excluded by other clauses of this definition; (h) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates or predictions of revenues, earnings, cash flow or cash position or other financial or operating measures or metrics (whether such projections, forecasts, estimates or predictions were made by the Company or independent third parties) for any period; provided that the underlying causes of any such failure may be taken into account unless (and to the extent) such underlying cause would otherwise be excluded by other clauses of this definition; (i) (x) the identity of Parent or Merger Subs, or (y) the execution and delivery or performance of this Agreement, or (z) announcement, pendency or consummation of this Agreement or the transactions contemplated hereby, including the Mergers, including, in each case the impact thereof on relationships with lenders, employees, customers, suppliers, distributors, partners, vendors or other Persons; (j) any action or claim made or brought by any of the current or former stockholders of the Company or Members of Company LLC (or on their behalf or on behalf of the Company or Company LLC) against the Company, Company LLC or any of their respective directors, officers or employees arising out of this Agreement or the transactions contemplated hereby, including the Mergers; (k) any action or inaction by the Company or its Subsidiaries taken or omitted to be taken (x) by the Special Committee or the Company or any of its Subsidiaries expressly required by this Agreement or (y) at the written request of Parent or Merger Subs or with the written consent of Parent or Merger Subs or expressly required by this Agreement; or (l) the availability or cost of equity, debt or other financing to Parent or Merger Subs; except, in the case of clause (a) through clause (f), to the extent the Company and its Subsidiaries, taken as a whole, are disproportionately adversely affected by such changes, effects, events, occurrences or developments, compared to other, similarly situated companies in the industry in which the Company and its Subsidiaries operate, and then solely to the extent of any such disproportionality or (ii) would prevent or materially delay, interfere or hinder the consummation by the Company of the Mergers or the compliance by the Company with its obligations under this Agreement.”
18.          Amendment to Exhibit C. Exhibit C of the Merger Agreement is hereby amended by deleting such exhibit in its entirety and inserting in lieu thereof the following:
“Exhibit C
[Intentionally omitted]”
19.          Amendment to the Company Disclosure Schedule. Section 6.8 of the Company Disclosure Schedule is hereby amended by deleting Section 2 contained therein and deleting all references to Section 2 in Section 6.8 of the Company Disclosure Schedule.
20.          Effectiveness. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby, all of the terms of the Merger Agreement and the Company Disclosure Schedule shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed a part of the Merger Agreement and the Company Disclosure Schedule.
21.          References to the Merger Agreement. Upon the effectiveness of this Amendment, each reference in the Merger Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” or words of like import, and each reference to the Merger Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Merger Agreement, shall mean and be deemed a reference to the Merger Agreement, as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to December 30, 2024 and references to “the date hereof” and “the date of this Agreement” shall continue to refer to December 30, 2024.
22.          Other Miscellaneous Terms. The provisions of Article IX (Miscellaneous and General) of the Merger Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature page follows.]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

 
 CASAGO HOLDINGS, LLC
 
 
 
 
  By: /s/ Steve Schwab
 
 
 Name: Steve Schwab
    Title: Chief Executive Officer
       
 
 VISTA MERGER SUB II INC.
 
 
 
 
  By: /s/ Steve Schwab
 
 
 Name: Steve Schwab
    Title: Chief Executive Officer
       
 
 VISTA MERGER SUB LLC
 
 
 
 
  By: /s/ Steve Schwab
 
 
 Name: Steve Schwab
    Title: Chief Executive Officer
       
 
 VACASA, INC.
 
 
 
 
  By: /s/ Robert Greyber
 
 
 Name: Robert Greyber
    Title: Chief Executive Officer
       

[Signature Page to Amendment No. 1 to the Merger Agreement]
Exhibit 99.1

Vacasa Accepts Revised Acquisition Proposal from Casago at $5.30 Per Share
Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Casago
PORTLAND, Ore., March 17, 2025 – Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today announced that, upon the recommendation of the Special Committee (the “Special Committee”) of its Board of Directors (the “Board”), 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 (the “Amendment”) to its previously announced definitive merger agreement with Casago (the “Merger Agreement” and, as amended, the “Amended Agreement”) 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.
Additional Information and Where to Find It

The proposed transaction between the Company and Vacasa Holdings LLC and Casago Holdings, LLC (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 a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on January 31, 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
The information included herein and in any oral statements made in connection herewith 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 the special committee’s review of the Proposal; 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.
Vacasa Contacts

Investor Relations Contact
ir@vacasa.com 

Press Contact
pr@vacasa.com
OR
Longacre Square Partners
vacasa@longacresquare.com
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