- Vacasa’s end-to-end technology platform optimizes income and
care for property owners, while providing guests with a consistent,
professional vacation rental experience in over 400
destinations.
- Vacasa’s marketplace enables guests to search, discover and
book stays on Vacasa.com, the Vacasa Guest App and 100+ channel
partners including Airbnb, Booking.com and Vrbo.
- With approximately $1.6 billion in projected gross bookings and
over $750 million in projected 2021 revenue from five million
nights sold, Vacasa’s marketplace connects guests to more than
30,000 vacation homes.
- As a leading supply-first platform, Vacasa is positioned to
capitalize on the continued increase in consumer preference for
vacation rentals and projects a 31% multi-year revenue growth
rate.
- The transaction implies a pro forma equity value for Vacasa of
approximately $4.5 billion.
- Vacasa is expected to receive $485 million in gross cash
proceeds, including up to $285 million of gross proceeds from the
cash held in TPG Pace Solutions’ trust account and including a
fully committed common equity investment of $200 million anchored
by top-tier mutual funds, leading institutional investors and
TPG.
- Vacasa’s existing investors, including Silver Lake, Riverwood
Capital, Level Equity, Altos Ventures, Adams Street, and NewSpring
Capital, together with founder Eric Breon and management, expect to
roll 100% of their equity and expect to retain an 88% ownership of
the company following transaction close.
Vacasa, the leading vacation rental management platform in North
America, has entered into an agreement to become a publicly traded
company through a business combination with TPG Pace Solutions, a
special purpose acquisition company (“SPAC”). Upon closing of the
transaction, the combined company is expected to be publicly traded
under the ticker symbol “VCSA.” The transaction implies a pro forma
equity value for Vacasa of approximately $4.5 billion and
capitalizes the business with approximately $485 million in gross
cash proceeds to fund the company’s future growth plans.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210729005370/en/
Stone's Throw, a Vacasa vacation rental
in Miramar Beach, Florida. (Photo: Business Wire)
“Vacasa is reimagining the vacation rental experience through
our end-to-end technology platform. The integration of our
purpose-built technology with our local, expert service teams
brings exceptional care and greater returns to our homeowners,
delivers a consistent and reliable experience to our guests, and
helps us offer a large supply of professionally managed homes for
our distribution partners,” said Matt Roberts, CEO of Vacasa. “As
more second homeowners share their homes with guests for the first
time, and travelers increasingly prefer to stay at vacation
rentals, we believe our partnership with TPG Pace Solutions will
help accelerate our growth and the enhancement of our technology
offerings for homeowners and guests.”
TPG Pace Group, the dedicated permanent capital platform for
TPG, brings deep experience and a proven track record of
identifying markets at inflection points and supporting companies
well-positioned to leverage structural market changes. To date, TPG
Pace Group has sponsored seven special purpose acquisition
companies.
“Vacasa has established a strong strategic position in a large,
fragmented market, providing the company with powerful tailwinds
for growth,” said Karl Peterson, Non-Executive Chairman and
Director of TPG Pace Solutions, and Managing Partner of TPG Pace
Group. “TPG has a long history of supporting high-growth companies,
including consumer internet marketplaces, and new economy travel
and leisure businesses. Leveraging our extensive public market
experience, we believe our partnership will further solidify Vacasa
as a scaled hospitality brand in vacation rentals. We’re excited to
work with Matt and the entire Vacasa team as we transition the
company to the public equity marketplace.”
“The team at Vacasa has shown an ability to drive rapid growth
by transforming the vacation rental experience,” said Joerg Adams,
Managing Director at Silver Lake, and a member of Vacasa’s Board of
Directors. “We believe the company’s differentiating investments in
technology and automation will further improve efficiency and
enhance the experience of both vacation homeowners and guests.”
In 2021, Vacasa estimates its gross booking value to be
approximately $1.6 billion on five million nights sold. The company
forecasts a revenue CAGR of 31% from 2021 to 2023, with revenue
growing from $757 million in 2021 to $1.3 billion by 2023.
Upon closing of the business combination, Karl Peterson will
join the Vacasa Board of Directors.
Transaction Overview
The transaction implies a pro forma equity value for Vacasa of
approximately $4.5 billion.
The transaction, approved by the board of directors of TPG Pace
Solutions, is expected to be completed as soon as practicable,
subject to approval by the shareholders of TPG Pace Solutions, the
effectiveness of a registration statement to be filed with the
Securities and Exchange Commission (the “SEC”) in connection with
the transaction, and other customary closing conditions.
Advisors
J.P. Morgan Securities LLC acted as lead financial advisor to
Vacasa. PJT Partners LP also acted as financial advisor to
Vacasa.
Deutsche Bank Securities Inc. and TPG Capital BD, LLC acted as
financial advisor to TPG Pace Solutions.
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,
Goldman Sachs & Co. LLC, and TPG Capital BD, LLC, acted as
capital markets advisors and PIPE placement agents to TPG Pace
Solutions.
BTIG, LLC, JMP Securities LLC, Needham & Company, LLC,
Oppenheimer & Co. Inc., and Northland Securities Inc. also
acted as capital market advisors to TPG Pace Solutions.
Latham & Watkins LLP acted as the legal advisor to Vacasa,
and Weil, Gotshal & Manges LLP acted as the legal advisor to
TPG Pace Solutions.
Mayer Brown LLP acted as the legal advisor to Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs &
Co. LLC.
Investor Presentation
Investors may listen to the NetRoadshow regarding the proposed
business combination beginning on July 29, 2021, at 8 a.m. EDT. The
NetRoadshow presentation can be accessed by visiting Vacasa’s
website at www.vacasa.com/investors and/or TPG Pace Solutions’
website at https://www.tpg.com/pace-solutions.
An investor presentation is available on the websites of Vacasa
and TPG Pace Solutions or alternatively as an exhibit to a Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission and available on the SEC website at www.sec.gov.
About Vacasa
Vacasa is the leading vacation rental management platform in
North America, transforming the vacation rental experience from
inefficient and inconsistent, to reliable and technology-forward.
Vacasa’s integrated technology and operations helps optimize
vacation home care and income for homeowners, offers guests a
seamless and consistent stay, and provides distribution partners
with highly valuable vacation rental supply. The Company’s
marketplace enables guests to search, discover and book properties
on Vacasa.com and the Vacasa Guest App, as well as 100+ channel
partners, including Airbnb, Booking.com and Vrbo.
Vacasa helps homeowners drive significant incremental income on
one of their most valuable assets and turn their vacation homes
into high-performing vacation rentals. Guests staying in
Vacasa-listed properties in over 400 destinations across North
America, Belize and Costa Rica, benefit from the peace of mind that
their experience will meet high standards of safety, cleanliness,
comfort and support.
For more information, visit https://www.vacasa.com/press.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with $96 billion of assets under management and offices in Beijing,
Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Mumbai, New
York, San Francisco, Seoul, Singapore, and Washington D.C. TPG's
investment platforms are across a wide range of asset classes,
including private equity, growth equity, impact investing, real
estate, secondaries, and public equity. TPG aims to build dynamic
products and options for its investors while also instituting
discipline and operational excellence across the investment
strategy and performance of its portfolio. For more information,
visit www.tpg.com or @TPG on Twitter.
About TPG Pace Group and TPG Pace Solutions
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient and highly flexible
investor base, allowing it to seek compelling opportunities that
will thrive in the public markets. TPG Pace Group has sponsored
seven SPACs and raised more than $4.4 billion since 2015.
TPG Pace Solutions is a publicly listed (NYSE: TPGS) special
purpose acquisition company, which raised approximately $285
million in order to seek an acquisition with a company in an
industry that complements the experience and expertise of the TPG
management team and TPG. For more information, visit
https://www.tpg.com/pace-solutions.
Additional Information and Where to Find It
A full description of the terms of the proposed business
combination will be provided in a registration statement on Form
S-4 to be filed with the SEC by Vacasa, Inc. (“NewCo”) that will
include a proxy statement for the shareholders of TPG Pace
Solutions that also constitutes a prospectus of NewCo. TPG Pace
Solutions urges investors, shareholders and other interested
persons to read, when available, the preliminary proxy
statement/prospectus as well as other documents filed with the SEC
because these documents will contain important information about
TPG Pace Solutions, Vacasa, NewCo and the business combination.
After the registration statement is declared effective, the
definitive proxy statement/prospectus to be included in the
registration statement will be mailed to shareholders of TPG Pace
Solutions as of a record date to be established for voting on the
proposed business combination. Shareholders will also be able to
obtain a copy of the proxy statement/prospectus, without charge, by
directing a request to: TPG Pace Solutions, 301 Commerce St., Suite
3300, Fort Worth, TX 76102. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in Solicitation
TPG Pace Solutions, NewCo, Vacasa and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of TPG Pace Solutions
in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of TPG Pace Solutions’
executive officers and directors in the solicitation by reading TPG
Pace Solutions’ initial public offering prospectus, which was filed
with the SEC on April 9, 2021 and the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with
the business combination when they become available. Other
information concerning the interests of participants in the
solicitation, which may, in some cases, be different than those of
their shareholders generally, will be set forth in the proxy
statement/prospectus relating to the business combination when it
becomes available.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “anticipate”, “believe”, “expect”, “estimate”,
“plan”, “outlook”, and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, actual results may differ materially from
TPG Pace Solutions’ or Vacasa’s expectations or projections. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement for the business combination between TPG Pace
Solutions and Vacasa (the “Business Combination Agreement”); (ii)
the ability of the combined company to meet listing standards
following the transaction and in connection with the consummation
thereof; (iii) the inability to complete the transactions
contemplated by the Business Combination Agreement due to the
failure to obtain approval of the shareholders of TPG or other
reasons; (iv) the failure to meet the minimum cash requirements of
the Business Combination Agreement due to TPG Pace Solutions
shareholders redemptions and one or more defaults by the investors
in the private placement, and failing to obtain replacement
financing; (v) costs related to the proposed transaction; (vi)
changes in applicable laws or regulations; (vii) the ability of the
combined company to meet its financial and strategic goals, due to,
among other things, competition, the ability of the combined
company to pursue a growth strategy and manage growth
profitability; (viii) the possibility that the combined company may
be adversely affected by other economic, business, and/or
competitive factors; (ix) the continuing or new effects of the
COVID-19 pandemic on TPG Pace Solutions and Vacasa and their
ability to consummate the transaction; and (x) other risks and
uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in other reports and
other public filings with SEC by TPG Pace Solutions.
Additional information concerning these and other factors that
may impact TPG Pace Solutions’ expectations and projections can be
found in TPG Pace Solutions’ periodic filings with the SEC, and in
the preliminary and definitive proxy statements to be filed by TPG
with the SEC regarding the transaction when available. TPG Pace
Solutions’ SEC filings are available publicly on the SEC's website
at www.sec.gov.
The foregoing list of factors is not exclusive. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Neither TPG Pace
Solutions nor Vacasa undertakes or accepts any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, subject to applicable
law.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
also does not constitute an offer to sell or the solicitation of an
offer to buy securities, nor will there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the
requirements of Securities Act of 1933, as amended, or an exemption
therefrom.
No Assurances
There can be no assurance that the transactions described herein
will be completed, nor can there be any assurance, if such
transactions are completed, that the potential benefits of
combining the companies will be realized. The description of the
transactions contained herein is only a summary and is qualified in
its entirety by reference to the definitive agreements relating to
the transactions, copies of which will be filed by TPG with the SEC
as an exhibit to a Current Report on Form 8-K.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210729005370/en/
For Vacasa: Sarah Tatone 971-409-2061 pr@vacasa.com
For TPG / TPG Pace: Luke Barrett and Julia Sottosanti
415-743-1550 media@tpg.com
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