Vacasa, the leading vacation rental management platform in North
America, today announced that Vacasa, Inc. has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4, which contains a preliminary proxy
statement/prospectus, in connection with its previously announced
proposed business combination with TPG Pace Solutions Corp. (NYSE:
TPGS) (“TPG Pace Solutions”). The registration statement provides
important information about TPG Pace Solutions, Vacasa and the
proposed business combination, but has not yet been declared
effective by the SEC and is subject to change.
The Class A ordinary shares of TPG Pace Solutions are currently
traded on the New York Stock Exchange under the symbol “TPGS.” Upon
closing of the transaction, the combined company is expected to be
publicly traded under the ticker symbol “VCSA.” The transaction,
which has been 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 the registration statement, and other customary
closing conditions.
About Vacasa
Vacasa is the 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 Vacasa’s unmatched
technology that adjusts rates in real time to maximize revenue.
Guests can relax comfortably in Vacasa’s 30,000+ homes across more
than 400 destinations in North America, Belize and Costa Rica,
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.
For more information, visit https://www.vacasa.com/press.
Additional Information and Where to Find It
This press release is being made in connection with a proposed
business combination involving Vacasa and TPG Pace Solutions. In
connection with the proposed transaction, Vacasa, Inc. (“NewCo”)
has filed with the SEC a registration statement on Form S-4 that
includes a preliminary proxy statement for the shareholders of TPG
Pace Solutions, which also constitutes a preliminary prospectus of
NewCo. TPG Pace Solutions urges investors, shareholders and
other interested persons to read the preliminary proxy
statement/prospectus as well as other documents filed with the SEC
(including, when available, the definitive proxy
statement/prospectus) 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 proxy statement/prospectus and, once
available, 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, 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, is set forth in the proxy
statement/prospectus relating to the business combination.
Shareholders, potential investors and other interested persons
should read the preliminary proxy statement/prospectus and, once
available, 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 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 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 Solutions 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’ periodic filings
with the SEC, in the preliminary proxy statement/prospectus
included in the registration statement on Form S-4 filed with the
SEC by NewCo, and in the definitive proxy statement/prospectus when
available. 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 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 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/20210813005407/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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