TPG Pace Solutions Corp. (NYSE: TPGS), today
announced that the registration statement on Form S-4 (the
“Registration Statement”) filed by Vacasa, Inc. in connection with
the previously announced proposed business combination (the
“Business Combination”) of TPG Pace Solutions with Vacasa (“the
Company” or “Vacasa”), a leading vacation rental management
platform in North America, has been declared effective by the U.S.
Securities and Exchange Commission (“SEC”). The Registration
Statement provides important information about TPG Pace Solutions,
Vacasa, and the Business Combination.
TPG Pace Solutions also announced a record date of November 1,
2021 (the “Record Date”) and a meeting date of November 30, 2021
for its extraordinary general meeting (the “Special Meeting”) to
approve the Business Combination. The closing of the Business
Combination is subject to approval by TPG Pace Solutions’
shareholders, and the satisfaction of other customary closing
conditions. The Business Combination is expected to close promptly
after the Special Meeting.
Upon closing, the combined company is expected to be listed on
Nasdaq with its common stock trading under the new ticker symbol
“VCSA”.
The meeting will be held at 4:30 pm Eastern Time, on November
30, 2021 at https://www.cstproxy.com/tpgpacesolutions/2021 and at
the offices of Weil, Gotshal & Manges LLP, located at 767 5th
Avenue, New York, NY 10153. TPG Pace Solutions has determined that
the meeting will be a hybrid virtual meeting conducted via live
webcast in order to facilitate stockholder attendance and
participation. To register and receive access to the hybrid virtual
meeting, registered shareholders and beneficial shareholders (those
holding shares through a stock brokerage account or by a bank or
other holder of record) will need to follow the instructions
applicable to them provided in the proxy statement. TPG Pace
Solutions recommends all stockholders vote in advance of the
Special Meeting by telephone, via the Internet or by signing,
dating, and returning the proxy card upon receipt.
Your vote FOR ALL proposals is important, no matter how many or
how few shares you own. If you have any questions or need
assistance voting, please contact Morrow Sodali LLC, our proxy
solicitor, by calling (800) 662-5200, or banks and brokers can call
collect at (203) 658-9400, or by emailing
TPGS.info@investor.morrowsodali.com.
Important Information
Neither the SEC nor any state securities commission has approved
or disapproved of the securities to be issued in connection with
the Business Combination, or determined if the Registration
Statement is accurate or adequate.
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 San
Francisco in 1992 with $108 billion of assets under management and
investment and operational teams in 12 offices globally. TPG
invests across five multi-product platforms: Capital, Growth,
Impact, Real Estate, and Market Solutions. TPG aims to build
dynamic products and options for its clients 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
This communication is being made in connection with a proposed
business combination involving Vacasa Holdings LLC (“Vacasa”) and
TPG Pace Solutions Corp. (“TPG Pace Solutions”). In connection with
the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which has become effective. TPG Pace
Solutions urges investors, shareholders, and other interested
persons to read the definitive 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. Shareholders will be able to
obtain a copy of the definitive proxy statement/prospectus, without
charge, by directing a request to: TPG Pace Solutions, 301 Commerce
St., Suite 3300, Fort Worth, TX 76102. The definitive proxy
statement/prospectus 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, the
definitive proxy statement/prospectus relating to the business
combination, which was filed with the SEC on November 10, 2021, 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, is set forth in the definitive proxy
statement/prospectus relating to the business combination.
Shareholders, potential investors, and other interested persons
should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. Copies of these
documents may be obtained for free from the sources indicated
above.
Forward-Looking Statements
Certain statements made in this communication 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 Pace
Solutions 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 that is being undertaken
in connection with the business combination, 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 the SEC by TPG Pace and NewCo.
Additional information concerning these and other factors that
may impact TPG Pace Solutions’ and Vacasa's expectations and
projections can be found in TPG Pace Solutions’ and NewCo’s
periodic filings with the SEC and in the definitive proxy
statement/prospectus filed with the SEC by NewCo. TPG Pace
Solutions’ and NewCo's 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 communication 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 the 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 have been filed as exhibits to
the Current Report on Form 8-K filed by TPG Pace Solutions with the
SEC on August 3, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211110006424/en/
For Vacasa: Sarah Tatone (971) 409-2061 pr@vacasa.com
For TPG / TPG Pace Solutions: Luke Barrett and Julia
Sottosanti (415) 743-1550 media@tpg.com
TPG Pace Solutions (NYSE:TPGS)
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