Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 28, 2021, TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands (the “Company” or “TPG Pace”), Vacasa Holdings LLC, a Delaware limited liability company (“Vacasa”), Turnkey Vacations, Inc., an equity holder of Vacasa (“TK Newco”), certain other equity holders of Vacasa (together with TK Newco, the “Blockers”), Vacasa, Inc., a Delaware corporation and a wholly-owned subsidiary of Vacasa (“Newco”) and certain other parties named therein, entered into a Business Combination Agreement (the “Business Combination Agreement”). The Business Combination Agreement provides for the combination of the Company and Vacasa pursuant to the transaction steps contemplated thereby (the “Business Combination”). Pursuant to the terms of the Business Combination, through a series of mergers, the Company will merge with and into Newco, with Newco surviving the merger as the parent company of Vacasa.

The proposed Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of certain other conditions described in the Business Combination Agreement.

On July 29, 2021, the Company issued a press release (the “Press Release”) announcing the Business Combination. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated July 29, 2021, that will be used by the Company with respect to the Business Combination.

Attached hereto as Exhibit 99.3, and incorporated herein by reference, are the audited consolidated financial statements of Vacasa and its subsidiaries as of and for the fiscal year ended December 31, 2019 and 2020 and the unaudited interim financial statements of Vacasa and its subsidiaries as of and for the fiscal quarter ended March 31, 2021.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

Attached hereto as Exhibit 99.3, and incorporated herein by reference, are the audited financial statements of Vacasa and its subsidiaries as of and for the fiscal year ended December 31, 2019 and 2020 and the unaudited interim financial statements of Vacasa and its subsidiaries as of and for the fiscal quarter ended March 31, 2021.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

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 Securities and Exchange Commission (the “SEC”) by Newco that will include a proxy statement for the shareholders of TPG Pace that also constitutes a prospectus of Newco. TPG Pace 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, 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 as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain a copy of the proxy statement/prospectus, without charge, by directing a request to: TPG Pace, 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).

TPG Pace, 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 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’s executive officers and directors in the solicitation by reading TPG Pace’s 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.

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’s 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 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 or other reasons; (iv) the failure to meet the minimum cash requirements of the Business Combination Agreement due to TPG Pace stockholder 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 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.

Additional information concerning these and other factors that may impact TPG Pace’s expectations and projections can be found in TPG Pace’s 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’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 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.

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.

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.

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, North America’s Leading Vacation Rental Management Platform, to Be Publicly Listed Through Combination with TPG Pace Solutions

PORTLAND, Ore., and SAN FRANCISCO, Calif. (July 29, 2021) — 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.

“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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

Confidentiality and Disclosures This presentation has been prepared solely for, and is being delivered on a confidential basis to, persons considering investing in TPG Pace Solutions Corp. in connection with a proposed business combination (the "Business Combination") between TPG Pace Solutions Corp. and Vacasa Holdings LLC (the "Company" or "Vacasa"). The reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of TPG Pace Solutions Corp. and the Company is prohibited. This presentation is for informational purposes and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy securities, or the solicitation of any proxy, vote, consent or approval in connection with the proposed Business Combination nor will there be any offer, solicitation, or 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 such state or jurisdiction. No such offering of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult with our own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this presentation, you confirm that you are not relying upon the information contained herein to make a decision. By accepting this presentation, each recipient agrees: (i) that the information included in this presentation is confidential and may constitute material non-public information, (ii) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain, and (iii) to use this presentation for the sole purpose of evaluating the Company, in each case pursuant to the terms of the recipient’s confidentiality obligations regarding such information. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. Neither TPG Pace Solutions Corp. nor the Company makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The information in this presentation and any oral statements made in connection with this presentation is subject to change and is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in TPG Pace Solutions Corp. and is not intended to form the basis of any investment decision in TPG Pace Solutions Corp. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of the Company or TPG Pace Solutions Corp., or their respective affiliates, directors, officers, employees, members, partners, shareholders or agents makes any representation or warranty with respect to the accuracy of such information. TPG Pace Solutions Corp. and the Company have executed a letter of intent (“LOI”) with respect to the proposed Business Combination. The proposed Business Combination is subject to, among other things, the negotiation and execution of a definitive agreement providing for the Business Combination, the approval of TPG Pace Solutions Corp.'s shareholders, the satisfaction of the conditions stated in the LOI and other customary conditions. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed Business Combination will be consummated. Forward-Looking Statements Certain statements made in this presentation 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’s 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 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 or other reasons; (iv) the failure to meet the minimum cash requirements of the Business Combination Agreement due to TPG Pace shareholder 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 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. Additional information concerning these and other factors that may impact TPG Pace’s expectations and projections can be found in TPG Pace’s 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’s SEC filings are available publicly on the SEC's website at www. sec.gov. The foregoing list of factors is not exclusive. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPG Pace 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. Statement Regarding Non-GAAP Financial Measures This presentation includes Adjusted EBITDA, Adjusted Gross Profit and free cash flow, which are supplemental measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). As Non-GAAP financial measures, Adjusted EBITDA, Adjusted Gross Profit and free cash flow exclude items that are significant in understanding and assessing the Company’s financial results and position. Therefore, these measures should not be considered in isolation or as an alternative to net income or other GAAP performance measures (in the case of Adjusted EBITDA) or cash flows from operations or other GAAP liquidity measures (in the case of free cash flow). You should beware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. Furthermore, a reconciliation of these non-GAAP financial measures to the corresponding GAAP measures on a forward-looking basis is not available because the various reconciling items are difficult to predict and subject to constant change. Use of Projections This presentation contains forecasts, projections, estimates and targets for the Company with respect to certain financial and operating information for the Company’s fiscal years 2021 through 2023. Neither TPG Pace Solutions Corp.’s nor the Company’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to this information for the purpose of its inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These forecasts, projections, estimates and targets are forward-looking statements and should not be relied upon as being indicative of future results. The assumptions and estimates underlying this prospective financial and operating information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such information. In addition, the method of application of GAAP to our results of operations could have a significant impact on the timing and amounts of revenue and expenses recognized in any future fiscal period, depending on, among other things, the terms of any specific agreement. Accordingly, there can be no assurance that any prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial and operating information. Trademarks TPG Pace Solutions Corp. and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with TPG Pace Solutions Corp. or the Company, or an endorsement or sponsorship by or of TPG Pace Solutions Corp. or the Company. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that TPG Pace Solutions Corp. or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE TO FIND IT The Business Combination will be submitted to shareholders of TPG Pace Solutions Corp. for their consideration. 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 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, 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 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, 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). You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PARTICIPANTS IN THE SOLICITATION TPG Pace, 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 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’s executive officers and directors in the solicitation by reading TPG Pace’s 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. NO OFFER OR SOLICITATION This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Disclaimer. confidential and proprietary | 2

• TPG Pace Group raised $285 million through the IPO of a special purpose acquisition company (“SPAC”), TPG Pace Solutions Corp. (“Pace” or “TPGS”), in April 2021. TPGS raised $200 million in Forward Purchase Agreements (“FPA”) concurrent with the IPO and in PIPE commitments, increasing TPGS's capital base to $485 million • Pace has entered into a transaction agreement to merge with Vacasa Holdings LLC (“Vacasa” or the “Company”) • Vacasa will be listed on the NYSE under the ticker symbol VCSA with a majority independent board; following the transaction existing investors and management are expected to retain a 88% ownership stake • Pace expects to effect Vacasa’s public listing with an expected market cap of $4,502 million and target net cash of approximately $754 million • Represents an attractive entry multiple of 3.7x projected 2022 Revenue of $1,002 million • Transaction expected to combine a strong entrepreneurial team and high-performance operations with a fully funded balance sheet in an industry that is highly fragmented and rapidly growing • Pace has long-standing knowledge of Vacasa and strong relationships with key stakeholders1 Transaction summary. Vacasa is one of the leading end-to-end technology platforms for vacation rental management Sponsored public listing 1 Karl Peterson and Greg Mrva collectively own <0.5% of Vacasa as a result of their prior investments in TurnKey, which was acquired by Vacasa on April 1, 2021 confidential and proprietary | 3

TPG has a long history of supporting and investing in high-growth companies including internet platforms and marketplaces Track record of identifying markets at inflection points and supporting companies poised to take advantage of structural market changes TPG has taken 56 companies public since 2011, the most of any sponsor1 TPG Pace raised its first SPAC in 2015, and has completed 7 SPAC IPOs to date TPG Pace has announced five SPAC business combinations, with all five SPACs trading above $12 / share before or shortly after closing2 Select TPG Tech & Marketplace Investments Select Recent TPG IPOs TPG Pace introduction. 1 Source: Dealogic as of 3/24/2021 2 All five previous announced or closed TPG SPACs traded up to $12 / share or higher post business combination. PLYA first closed above $12 / share on 7/19/2017, MGY first closed above $12 / share on 7/20/2018, ACEL first closed above $12 / share on 12/16/2019, TPGY first closed above $12 / share on 12/11/2020, and PACE first closed above $12 / share on 2/11/2021. There is a significant uncertainty regarding whether the EVBox Business Combination will ultimately be completed on the terms currently contemplated or at all due to counterparty’s inability to satisfy certain closing conditions confidential and proprietary | 4

TPG's investment thesis for Vacasa. Large, Fragmented and Growing TAM Strong Secular Tailwinds Differentiated and Highly Strategic Asset Growing Competitive Moat Attractive Unit Economics Business is at an Inflection Point Leading Management Team with Aligned Shareholders confidential and proprietary | 5

Top consumer internet investor with track record of investing in internet companies and new economy travel and leisure business Deep connectivity at the Company and Board level with 20+ years of experience working together Demonstrated access to best-in-class investors Best-in-class team and structure Intimate knowledge of the travel and new economy leisure business Deep conviction in the strategic value of this asset Pattern recognition of breakout potential Disruptive industry leader with opportunity to accelerate growth through investment Why Vacasa Chose TPGS? Why TPGS Chose Vacasa? Existing Vacasa Investors TPG Pace and Vacasa are a perfect fit for one another. confidential and proprietary | 6

Business Overview Stone's Throw - Miramar Beach, Florida Vacasa homeowner since 2019 confidential and proprietary | 7

Vacation rentals are becoming mainstream. $200B+ expected global spend on vacation rentals in 20221 15%+ of global lodging market2 Remote work Extended vacation Holiday travel Corporate gathering Family gathering Special event Adventure travel Long-term stay Luxury travel Weekend getaway Every year, millions of people use Vacasa homes in a variety of ways 1 Technavio Global Vacation Rental Market 2020-2024 2 Skift - Airbnb and the Short Term Rental Market 2020 3 Travel Accommodation Market: Global Opportunity Analysis and Industry Forecast, 2019-2021E - Allied Market Research. Empowered by EMIS www.emis.com; Growth versus traditional accommodations reflects 2018-2022E growth of hotels growth of traditional accommodations3 2x confidential and proprietary | 8

We're reimagining the vacation rental experience through an end-to-end technology platform. About us Homeowners Optimize care and revenue Guests Exceptional service and experience Distribution Partners Largest provider of professionally managed supply confidential and proprietary | 9

Vacasa by the numbers. Vacasa’s first home - a 480 square-foot cabin Seaview, Washington $1.6B 2021E Gross bookings 31% 2021-23E Revenue CAGR 5M 2021E Nights sold 4.3x 2021E LTV / CAC $757M 2021E Revenue 400+ Destinations across North America, Belize & Costa Rica1 Note: Please see Glossary slide in the Appendix for additional information regarding how we define certain metrics included in this presentation 1 Metric as of March 31, 2021 confidential and proprietary | 10

Real Estate Mobility Food Delivery Home Services Accommodations Large market with adjacencies Scaled reach, local market-level focus Consistent consumer experience Cultivate and optimize valuable supply Brand leadership Tech-enabled platforms have followed a similar playbook to reinvent industries and unlock local markets. confidential and proprietary | 11

Vacasa is the only scaled end-t0-end platform in vacation rentals. Search & Discovery Demand Generation Booking & Payment Listing Optimization Dynamic Pricing Homeowner Tools Vertically- integrated Exclusive inventory Superior value proposition Asset-lite model Greater value capture Real Estate Analytics Management of Exclusive Inventory Property Setup Distributed Operations Deep 24/7 Support Multi- Channel Distribution Demand Supply confidential and proprietary | 12

Our platform transforms the vacation rental experience. End-to-end technology-enabled rental process for homeowners and guests Traditional vacation rentals Time consuming rental process dependent on multiple vendors Suboptimal earnings for homeowners Vulnerable to property damage Inconsistent guest experiences Limited market opportunity Boosts guest demand Inspires homeowner confidence to rent Increases supply of vacation homes Expands market share Maximized earnings with yield management & optimization Safe with guest screening and party detection technology Seamless and predictable guest experience with highest standards of service Unlocked market opportunity Vacasa Platform Experience confidential and proprietary | 13

Lisa Jurinka Chief Legal Officer Mike Dodson Chief Revenue Officer Allison Lowrie Chief Marketing Officer Jeff Flitton Chief Technology Officer Matt Roberts Chief Executive Officer Jamie Cohen Chief Financial Officer Bob Milne SVP of Operations Mike Xenakis Chief Product Officer Industry veterans with experience scaling technology, marketplace and local operations at public companies John Banczak SVP of Innovation We have the right team to go after the opportunity. Craig Smith Chief Operating Officer confidential and proprietary | 14

What Sets Us Apart Maison Du Lac - Three Lakes, Wisconsin Vacasa homeowner since 2019 confidential and proprietary | 15

We have assembled what it takes to win in this category. Technology enablement Centralized tech stack and purpose-built applications that guide all aspects of the business 12M+ AI decisions per day 100+ markets Local operations network Differentiated service delivery in key vacation rental markets ~30,000 units Supply exclusivity Trusted partner with exclusive access to the home and control of the calendar ~20% of homeowners are new to renting out their properties1 Scalable growth engine Deep reach and unique engagement model to grow and optimize vacation rental supply Differentiated outcomes for homeowners and guests that builds retention and repeat Homeowner dashboard Local ops app Guest app Smart home enablement 1 Based on individual homes added since 2019 2 Reflects 2021E confidential and proprietary | 16 Trusted experience 5M nights sold per year2

5M+ 1M+ 1 Technavio; Estimated based on U.S. unit count and proportion of global spending 2 U.S. Census Bureau, Current Population Survey / Housing Vacancy Survey, March 2021 3 AirDNA; Represents unique entire home listings on Airbnb as of June 2020 and Vrbo as of March 2021 4 Represent Vacasa unit growth 2018 - April 2021 ~20M We are still in the early days of unlocking a huge TAM. Global vacation homes U.S. vacation homes Global vacation homes1 <1% penetration of U.S. vacation homes U.S. vacation homes2 U.S. vacation homes on Airbnb and Vrbo3 Vacasa today +32% CAGR 2018-20213 +56% CAGR 2018-20214 U.S. vacation homes on Airbnb & Vrbo confidential and proprietary | 17

Source: Savills World Research, 2nd Homes Spotlight 2018; Phocuswright More homeowners are entering the market Guests are shifting their preferences Our opportunity has continued to grow rapidly. % of homeowners who purchase second homes with intent to rent at time of purchase % of guests staying in vacation rentals in the past 12 months 2010 2010 ~10% 30%+ 2019 2019 ~35% 60% ~2x ~3x confidential and proprietary | 18

The past 12 months have accelerated secular trends. Source: National Association of Realtors, Federal Housing Finance Agency, Skift study commissioned by Vacasa (March 2021), VRM Intel, Vacasa 2021 Vacation Rental Buyer Report Increase in second home renters drives our supply opportunity We believe that our high quality, consistent inventory has elevated appeal to guests seeking vacation rental experiences 86% of travelers plan to continue booking vacation rentals post-pandemic 19% of travelers stayed in a vacation rental for the first time during the pandemic 52% of travelers prefer to stay in a vacation rental over hotels post-pandemic 16% increase in second home sales in 2020 46% of second home buyers looking to generate income today 11% increase in housing prices in 2020 confidential and proprietary | 19

Homeowners and guests love Vacasa. Trust & Safety Revenue-Maximizing Potential Visibility & Transparency Predictability Quality Care Ease of Use Highest Quality Reliability Safety & Security Know Before You Go Flexibility Ease of Use confidential and proprietary | 20

Here's what our homeowners have to say. Danielle M. - Rockaway Beach, Oregon “Having Vacasa manage [our home] for us has really given us the confidence to let it go... I just don't have any worries” Patrick B. - Ocean City, Maryland “Without Vacasa helping me with the first property, I don’t think I would have ever turned this into a business, and right now we’re looking for our 5th and 6th property to put under Vacasa’s umbrella” Max W. - Miramar Beach, Florida “My main concern with buying a vacation home was the distance. We are so happy that Vacasa has taken care of [the] nitty-gritty details and made it really a worry-free experience for us” confidential and proprietary | 21

Demand has been growing across distribution channels. 1 Guest app launched in June 2019 Compelling direct booking site LTM Vacasa.com and mobile app visits1 9M 37M Q4'18 Q1'21 ~4x increase since Q4'18 Diverse, multi-channel distribution Last 12 months as of March 31, 2021 + over 100 others Direct 35% Booking channel partners 65% confidential and proprietary | 22

Our success has become a key contributor to the growth of the industry and our distribution partners. Source: AirDNA; Data represents entire home listings on Airbnb as of June 2020 and Vrbo as of March 2021 1 Top 10 markets based on Vacasa unit count for markets at least three years old, represent entire home listings 2 Airbnb listings as of June 2020 3 Vrbo listings as of March 2021 Vacasa % of listings2 Vacasa % of listings3 Myrtle Beach, SC Panama City Beach, FL Miramar Beach, FL Steamboat, CO Hilton Head, SC Fort Walton Beach, FL Coachella Valley, CA Breckenridge, CO Galveston, TX Destin, FL 16% 27% 27% 34% 19% 36% 8% 15% 47% 13% Myrtle Beach, SC Panama City Beach, FL Miramar Beach, FL Steamboat, CO Hilton Head, SC Fort Walton Beach, FL Coachella Valley, CA Breckenridge, CO Galveston, TX Destin, FL 11% 18% 13% 33% 13% 26% 11% 15% 24% 14% We manage a significant proportion of Airbnb and Vrbo listings in our top markets1 confidential and proprietary | 23

Source: AirDNA; Data represents entire home listings on Airbnb as of June 2020 and Vrbo as of March 2021 1 Average review rating based on normalized scale across Airbnb, Vrbo and Vacasa channel data We help to create higher performing inventory. Hilton Head, SC 8.8 6.1 Destin, FL 8.6 6.5 8.8 6.1 Galveston, TX Non-Vacasa Vacasa Average review rating1 Nights sold per listing: Non-Vacasa Vacasa Annual rent per listing ($K) Hilton Head, SC $38 $13 151 95 Destin, FL $31 $19 150 99 $29 $11 Galveston, TX 111 74 Greater rent per unit More nights sold Higher average review scores confidential and proprietary | 24

Homeowners can make 20%+ more when they switch to Vacasa from other professional property managers. 1 Reflects same store basis; Before Vacasa vs. After Vacasa metrics based on portfolio additions with an onboarding date from August 1, 2017 - January 1, 2019 and 12 months of history leading up to onboarding and at least 12 months of management by Vacasa after onboarding 2 Reflects same store basis total rent per homeowner per unit Casa Vista Verde - Uvita, Puntarenas, Costa Rica Vacasa homeowner since 2017 ~10% Additional increase in year two after joining Vacasa2 $19,700 $23,800 +21% After Vacasa1 Before Vacasa1 Nights sold per unit Net revenue to homeowner per unit 117 154 12-months prior to joining Vacasa 12-months after joining Vacasa confidential and proprietary | 25

Per unit per year Gross rent to homeowner $18,6001 $27,280 (+) Fees to homeowner $3,0951 $0 (-) Commissions paid2 ($1,240) ($8,185) (-) Direct home care costs ($6,060)3 $0 Income $14,395 $19,095 (-) Labor (opportunity cost) ($10,400)4 $0 Economic benefit to homeowner $3,995 $19,095 1 Based on AirDNA data for individually managed whole home units in Vacasa markets, cross-referenced with Vacasa performance data 2 Assumes 7% commissions paid for illustrative FRBO based on average of Airbnb, Vrbo and Booking.com commission rates; assumes 30% commissions paid for Vacasa homeowner 3 Assumes 27 reservations per year based on 3.7 nights per reservation 4 Illustrative $20 per hour opportunity cost Homeowners can make significantly more profit when they switch to Vacasa from self-managing. Illustrative homeowner P&L view Illustrative FRBO confidential and proprietary | 26

Technology Overview Villa of the Setting Sun - Sugarloaf Key, Florida Vacasa homeowner since 2021 confidential and proprietary | 27

Our end-to-end tech platform is purpose-built for the full vacation rental lifecycle. In App Notifications On Guest Check-Out Ticketing System and Time Tracker Unit Based Instructions and Directions Operations Team Homeowners Guests Property Setup Smart Home Integration Listing Optimization Deep 24/7 Support Demand Generation Tech-Enabled End-to-End Frictionless Process Dynamic Pricing Improved Selection and Access Artificial Intelligence Machine Learning Smart Technology Vacasa Proprietary Technology confidential and proprietary | 28

Our proprietary data and AI engine drives intelligent supply acquisition. Identify Analyze proprietary and third-party data to catalog potential vacation rentals Predict Assess potential value to the Vacasa platform Target Prioritize and pursue highest value properties using flexible strategy Supply data Demand data Operational data Carto Map: Vacasa predictive scoring tool confidential and proprietary | 29

We enable a frictionless experience for homeowners. Booking notifications Reviews Invoices Unblock requests Revenue forecasts Machine learning recommendations Profile detail Our portal and new mobile application keeps homeowners informed and engaged Our homeowner products aim to accelerate onboarding and maximize income confidential and proprietary | 30

<1% of GBV spend on guest acquisition1 We are creating a seamless guest booking experience. Vacasa channel traffic2 ~80% Free and earned (Direct, App, SEO, Email, and other) ~20% Paid (SEM) 1 Spend estimate represents 2021E 2 Channel traffic reflects TTM as of March 31, 2021 confidential and proprietary | 31

We deliver guests a professional and consistent experience. Our Guest App is designed to drive superior engagement, satisfaction, extended stays and return stays Search On all major listing sites and Vacasa.com / Vacasa app Stay 24/7 support, service requests Book & pay Book instantly with payment plan options Access Smart lock, smart home Prepare Updates via email, text and guest app Ancillary services Loyalty program, customized home and local guides delivered in-app (Coming soon) confidential and proprietary | 32

The Housekeeping Hub provides operations managers with a complete picture of the homes in their portfolio. Home status House care assignments Staff optimization Vendor integration confidential and proprietary | 33

The Field Application guides our local operations teams and enables them to deliver great service. In app notifications on guest check-out Ticketing system Unit based instruction and directions “Cleaned” unit photo verification Time tracking Ratings Our field applications are key to driving operational efficiency at the market level ~15% Decrease in average time to service a home since 20161 ~50% Increase in reservations per home care staff2 200K+ Maintenance requests completed in trailing year3 1 Reflects 2020 vs. 2016 for markets with market presence over time period 2 Top 30 markets by Vacasa unit count in 2021 with more than 1 home care staff in 2018 and 5 or more home care staff in 2021, represents increase from 2018 to March 2021 3 Represents trailing year ended March 31, 2021 confidential and proprietary | 34

Advanced smart home technology throughout our portfolio will provide peace of mind for homeowners and elevate the guest experience. Smart thermostat Homeowners Guests Employees Security Home care and peace of mind Energy savings Network privacy Keyless entry Remote temperature control Dependable WiFi Local recommendations Remote support Check-in and check-out notifications Home care efficiencies Home WiFi Smart lock In-home tablet Noise detection confidential and proprietary | 35

Homeowners can earn more with our sophisticated pricing algorithm. Proprietary pricing data Sophisticated pricing algorithms Maximize Revenue per Available Night AI modeling for continual improvement NC - Cape Hatteras confidential and proprietary | 36

We drive more guests to more homes through our channel partner routing system. Listings Data Iterative testing Pricing elasticity by partner A/B tests across our partner network Optimize contribution regardless of channel Distribution partner optimization A/B A/B A/B +100 independent booking sites Direct integration allows for rapid updates across channels Note: As of March 31,2021 confidential and proprietary | 37

More data Increased guest demand Higher guest repeat and brand affinity Better guest experience Increased supply and density Better homeowner retention Superior homeowner performance Better tech and operational efficiency Enhanced operations and yield management Our vertically-integrated platform fuels a powerful data advantage and flywheel effect. confidential and proprietary | 38

Growth Potential Villa Colibri - Kenwood, California Vacasa homeowner since 2020 confidential and proprietary | 39

Individual Portfolio Scalable and flexible go-to-market strategy for growing our market position. Homeowners in existing markets Multi-channel lead generation Machine learning-driven targeting Enter new markets Build supply and density at faster rate Embedded upside potential Identify Analyze proprietary and third-party data to catalog potential vacation rentals Predict Assess potential value to the Vacasa platform Target Prioritize and pursue highest value properties using flexible strategy Supply data Demand data Operational data Modeling as ~1/4 of new supply1 Modeling as ~3/4 of new supply1 1 Reflects general forecast expectations through projection period, excluding opportunistic action confidential and proprietary | 40

Our individual approach drives consistent, predictable growth in existing destinations. Marketing spend + outbound reps Predictable sales productivity ramp based on tenure leads to forward visibility Sales development reps Sales executives Deployed based on proprietary data to identify, predict, and target the highest value properties Qualify leads in local territories Close new homeowners based on deep local referral networks and qualified leads 0-3 months 3-6 months 6-12 months 12+ months New units signed per month1 Sales executive tenure 1 Company estimates based on internal data confidential and proprietary | 41

Our portfolio approach fuels market entry and buildout. 1 4,500 local professional managers in pipeline represent professional managers in destination markets (excludes urban markets without significant tourist travel) with over 20 units under management as of March 31, 2021 2 Reflects units onboarded in 2018 via portfolio approach High ROI strategy accelerates market density 2018A Strong projected cumulative net rent and fees: $124M over 5-year period for 2018 cohort 2018 cohort spotlight2 $13 ($34) $51 $82 2019A 2020A Total investment ($M) Cumulative net rent and fees ($M) We have onboarded ~6,000 portfolio units since 2018 2018A Significant pipeline of over 350,000 homes currently managed by 4,500 local professional managers represents attractive supply opportunity1 2.0 2019A 1.8 2020A 0.9 Q1'21A 1.0 2.0 3.8 4.6 5.7 Gross units added in period (000s) Cumulative gross units added (000s) Average cost of 1-2x LTM revenue Immediate value creation through ~20%+ rental income lift to homeowners High performing inventory that are often seasoned rentals confidential and proprietary | 42

Existing domestic markets Grow footprint and increase density in existing markets to achieve further economies of scale Optimize existing supply Continue platform innovation and add new features to expand technology advantage, operational efficiency, and revenue per unit New domestic markets Establish foothold in new domestic markets, utilizing AI models to identify and prioritize existing and likely rentals International expansion Selectively enter attractive international markets in Europe and the Americas Homeowner adjacencies Leverage position “in the home” for monetization of adjacent services such as real estate and additional homeowner services Elevated guest experience Invest in brand and expand in-destination services offering such as concierge and experiences Multiple vectors to drive sustainable growth. Medium-to long-term Immediate confidential and proprietary | 43

Financial Highlights Under The Trees - Camp Connell, California Vacasa homeowner since 2020 confidential and proprietary | 44

High growth driven by large industry opportunity and strong demand backdrop Vertically-integrated platform with differentiated offering allows for significant value capture Exclusive supply-side relationships and control of the experience creates strong forward revenue visibility Unit economics continue to improve with scale and technology Demonstrated ability to improve market-level economics with density Upfront investments in platform lead to additional operating leverage with scale Financial highlights. Vacasa HQ Portland, Oregon confidential and proprietary | 45

(Revenue % of Gross Bookings) Gross bookings ($M) Revenue ($M) 2019 $589 2019 $299 $935 2020 $492 2020 $1,588 2021E $757 2021E $2,028 2022E $1,002 2022E $2,645 2023E $1,300 2023E YoY Growth % YoY Growth % 59% 64% 53% 51% 70% 54% 48% 28% 32% 49% 30% 30% 49% Strong growth momentum with significant runway. confidential and proprietary | 46

Illustrative Vacasa direct transaction economics. Note: Excludes other revenue and home care services unrelated to transactions with guests Rent per night $175 (x) Nights sold 4 Total rent $700 (+) Taxes $60 (+) Guest and service fees $240 Gross Booking Value $1,000 Rent commission $210 (+) Guest and service fees $240 Total revenue $450 (-) Cost of revenue ($215) Adj. gross profit $235 Gross Booking Value (“GBV") build-up Gross profit build-up Vacasa keeps ~30% of total rent with ~70% going to homeowner ($490) Homeowner payout Guest and service fees offset care costs incurred by Vacasa confidential and proprietary | 47

1 Reflects units onboarded in corresponding year; U.S. and Canada only 2 Represents average first full year revenue retention for 2014-2018 cohorts 3 LTM data as of April 30, 2021 Exclusive relationships and control of the calendar drive strong revenue visibility. ~90% annual revenue retention2 Asset-lite model allows for value capture with no balance sheet risk ~80% revenue generated from prior year cohorts 2014 2015 2016 2017 LTM3 2018 2019 2020 2021 2020 2019 2018 2017 2016 2015 2014 Cohort: Net rent and fees revenue by cohort1 confidential and proprietary | 48

1 LTV / CAC for adding a rental unit and excludes real estate and HOA revenue and costs 2 Fees include reimbursables 3 Allocated Ops & Support costs include customer experience and variable costs associated with local operations. Allocated Sales & Marketing costs include variable expenses such as guest advertising and listing fees 4 CAC reflects costs associated with adding an incremental individual unit including homeowner advertising and onboarding labor expense 5 LTV / CAC becomes ~5x if local market management costs that are fixed in nature (e.g., General Manager and Regional Director) are not allocated Our individual approach produces a compelling LTV / CAC. ($K) Average Annual Revenue / Property2 $23.2 Cost of Revenue $11.1 Allocated Adjusted Ops & Support3 $3.9 Allocated Adjusted Sales & Marketing3 $1.9 Contribution per Year $6.3 Estimated Lifetime 4.6 Years Lifetime Contribution $28.9 Cost to Acquire and Onboard4 $6.7 LTV / CAC (2021E) 4.3x5 LTV / CAC Framework1 LTV grows with higher revenue per unit, margin improvements and homeowner retention Managed acquisition cost to ensure strong LTV / CAC ratio confidential and proprietary | 49

Our portfolio transactions have an IRR of ~25%. Enter new markets with immediate scale Build market density at faster rate to increase margins Gain high performing inventory that are often seasoned rentals Drive immediate value creation through income uplift on new units Total investment1 ($K) Cumulative contribution2 ($K) $6 Note: Assumes 4.6 year estimated lifetime consistent with historical churn 1 Total investment per unit assumes 1.5x seller’s 2021E average net revenue of ~$15,600 per unit, discounted 10% for negotiated contingencies 2 Reflects projected contribution per unit for 2021E portfolio additions Key benefits of portfolio strategy 25% IRR over ~5 years Illustrative return per home onboarded via portfolio approach Year 1 $14 Year 2 $22 Year 3 $30 $35 Year 4 Year 5 ($21) confidential and proprietary | 50

Adjusted gross profit ($M and % of revenue) Margin expansion driven by increasing scale and efficiency. 2019 45% $135 $236 2020 48% $374 2021E 49% $522 2022E 52% $696 2023E 54% Operating expenses as % of revenue Operations & Support Sales & Marketing General & Administrative Technology & Development 2021E 22% 21% 8% 5% 56% 2022E 21% 23% 7% 5% 56% 2023E 19% 21% 6% 7% 54% 2020 55% 11% 5% 23% 16% 2019 67% 12% 6% 26% 24% Reflects adjusted metrics confidential and proprietary | 51

1 Market-level contribution as a percentage of Net Rent and Fees only includes revenue and costs that can be directly tied to individual units within each market; Includes home care expenses, merchant service fees, direct and allocated local operations and central customer service support costs and listing fees and excludes non-vacation rental service revenue streams and associated costs 2 Percentage of markets in each category may not sum to 100% due to rounding 3 Top tenured markets reflects Best 25 markets with 7+ years of tenure; Best 25 markets based on unit count as of December 31,2020, excludes markets with no Vacasa presence in 2018 or significant Wyndham integration impact in 2020 Market-level economics improve with density and tenure. 150-250 37% 0-150 29% 41% >250 46% Top tenured markets3 150-250 0-150 30% 29% 41% 60% 28% 12% >250 2018 2020 Market-level contribution by units in market1 Percentage of markets in each category2 Same-store markets with Vacasa presence in both 2018 and 2020 Contribution as % of net rent and fees confidential and proprietary | 52

1 Best 25 markets based on unit count as of December 31,2020, excludes markets with no Vacasa presence in 2018 or significant Wyndham integration impact in 2020; chart sorted on high to low contribution as % of net rent and fees 2 Market-level contribution as a percentage of Net Rent and Fees only includes revenue and costs that can be directly tied to individual units within each market; Includes home care expenses, merchant service fees, direct and allocated local operations and central customer service support costs and listing fees and excludes non-vacation rental service revenue streams and associated costs Our best markets are already operating at above 40% contribution. Best 25 markets1 Sorted on high to low contribution as % of net rent and fees2 Markets 2020 median: 41% 2018 median: 28% 53% A B C D E F G H I J K L M N O P Q R S T U V W X Y confidential and proprietary | 53

1 Market-level contribution as a percentage of Net Rent and Fees only includes revenue and costs that can be directly tied to individual units within each market; Includes home care expenses, merchant service fees, direct and allocated local operations and central customer service support costs and listing fees and excludes non-vacation rental service revenue streams and associated costs We are achieving density and improving market economics at an accelerated pace. 72 82 104 139 162 207 223 239 261 18 49 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Rockaway Beach, OR Contribution as % of net rent and fees1 Units 49% Entered: 2010 Time to achieve 250 units: 11 years 11 97 104 197 229 370 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Georgia (Blue Ridge Mountains) 38% Entered: 2015 Time to achieve 250 units: 6 years 46% 78 141 452 470 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Tennessee (Smoky Mountains) 48% Entered: 2017 Time to achieve 250 units: 3 years confidential and proprietary | 54

Financial snapshot - Annual. ($M unless otherwise noted) 2019 2020 2021E 2022E 2023E Nights Sold (000s) 2,052 3,005 4,983 6,353 8,190 Gross Booking Value (GBV) $589 $935 $1,588 $2,028 $2,645 GBV Per Night Sold ($) $287 $311 $319 $319 $323 Revenue $299 $492 $757 $1,002 $1,300 YoY Growth % - 64% 54% 32% 30% Adj. Cost of Revenue 164 256 383 480 604 Adj. Gross Profit $135 $236 $374 $522 $696 Adj. Operations & Support 79 114 165 209 250 Adj. Technology & Development 17 25 39 55 89 Adj. Sales & Marketing 71 78 158 232 279 Adj. General & Administrative 35 53 62 68 78 Adj. EBITDA ($66) ($35) ($49) ($42) $0 Adj. EBITDA Margin (22%) (7%) (7%) (4%) 0% Note: TurnKey financials included starting April 1, 2021 Reflects Non-GAAP metrics confidential and proprietary | 55

Financial snapshot - Quarterly. ($M, unless otherwise noted) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Q2’21E Q3’21E Q4’21E KPIs Nights Sold (000s) 739 449 1,113 704 824 1,512 1,687 971 Gross Bookings (GBV) $201 $148 $394 $193 $246 $478 $583 $281 GBV per Night Sold ($) $271 $330 $354 $274 $298 $316 $346 $290 Revenue $113 $83 $186 $109 $129 $220 $258 $150 YoY Growth % 113% 25% 91% 33% 14% 164% 38% 38% Adj. Cost of Revenue 63 42 83 69 76 114 112 81 Adj. Gross Profit $51 $42 $103 $40 $54 $106 $146 $69 Adj. Operations & Support 30 21 34 29 30 44 47 44 Adj. Technology & Development 8 4 6 7 7 10 11 11 Adj. Sales & Marketing 26 13 22 17 25 42 48 42 Adj. General & Administrative 12 10 15 16 15 16 14 16 Adj. EBITDA ($25) ($6) $25 ($29) ($24) ($7) $26 ($45) Adj. EBITDA Margin (22%) (8%) 14% (27%) (18%) (3%) 10% (30%) Note: TurnKey financials included starting April 1, 2021 Reflects Non-GAAP metrics confidential and proprietary | 56

Revenue $239M – $241M Net Income ($18M) – ($16M) Adj. EBITDA $9M – $11M Adj. Gross Profit $120M – $122M Nights Sold 1.3M – 1.4M GBV $500M – $510M Live Units 33K Note: Q2’21 results are preliminary and subject to change Preliminary Q2’21 results. Leo Cottage - Union Pier, MI Vacasa homeowner since 2020 Compared to original forecast of $220M Compared to original forecast of ($7M) confidential and proprietary | 57

Long-term margin framework. (% of Revenue) 2021E 2023E Long-term Target Adj. Gross Profit Margin 49% 54% 54-58% Adj. Operations & Support Cost 22% 19% 14-16% Adj. Technology & Development Cost 5% 7% 4-6% Adj. Sales & Marketing Cost 21% 21% 10-13% Adj. General & Administrative Cost 8% 6% 4-5% Adj. EBITDA Margin (7%) 0% 18-22% Market-level density and technology improve local operations efficiency Portfolio scale and technology-driven optimization Investment in technology boosts efficiencies while enabling value proposition and increased value capture Efficient sales and marketing powered by data advantage Largely fixed cost results in potential for significant margin expansion with growth Key Drivers Note: Cost items are exclusive of depreciation and amortization of intangibles. Reflects Non-GAAP metrics confidential and proprietary | 58

Valuation Framework Woodhawk Vineyard Estate - Cloverdale, California Vacasa homeowner since 2020 confidential and proprietary | 59

Sources $M % Existing Vacasa shareholders equity rollover1 $3,963 88% SPAC cash in trust2 285 6% PIPE & Forward Purchase Agreement3 200 4% Sponsor shares4 44 1% Total sources $4,492 100% Uses $M % Existing Vacasa shareholders equity rollover1 $3,963 88% Cash to balance sheet 423 9% Sponsor shares4 44 1% Estimated fees and expenses 62 1% Total uses $4,492 100% Illustrative sources and uses and pro forma valuation. Note: Percentages may not add to 100% due to rounding 1 Includes the conversion of the Series D Convertible Note. Includes 10.3M shares underlying vested options, SARs and warrants 2 Assumes no redemptions by SPAC shareholders 3 Assumes PIPE/3rd Party FPA issued at $9.50/share 4 Includes 770,000 private placement shares acquired by TPG Pace Solutions Sponsor to cover initial underwriting fees and offering expenses. Sponsor Shares reduced by 0.9M shares to compensate for illiquidity discount provided to PIPE/FPA investors 5 Calculated as $332M of unrestricted cash as of 6/30/2021 plus $485M from SPAC transaction minus $62M in estimated fees Sources and uses Post transaction ownership (illustrative) Existing Vacasa Shareholders 88% Sponsor 1% PIPE & FPA Investors 4% SPAC IPO 6% Illustrative share price $10.00 Pro forma fully diluted shares outstanding1 450 Equity value $4,502 Net cash5 ($754) Enterprise value $3,747 EV / 22E revenue ($1,002) 3.7x EV / 23E revenue ($1,300) 2.9x Post transaction valuation (illustrative) confidential and proprietary | 60

Defining Vacasa’s public comparables. Leading DTC vacation rental booking platform Driving growth and awareness in vacation rentals Innovative listing and booking technology and services Similar growth and end-market drivers to Vacasa Vacation Rentals Industry disruptors unlocking new and unique supply End-to-end tech platforms creating value for marketplace participants Local market network effects Similar growth and margin profiles to Vacasa Local Marketplaces Established travel sector leaders Leading booking engines and sources of vacation rental demand Non-exclusive supply with high TAC dynamics Mature financial profiles that are lower growth than Vacasa Online Travel confidential and proprietary | 61

Comparable company benchmarking. Source: FactSet as of July 23, 2021, Management estimates Note: Companies sorted by market cap within category 1 Vacasa metric represents Adjusted Gross Profit 2 Based on current revenue recognition standards adopted in 2018 2021–23E Revenue CAGR 2021-23E Gross Profit CAGR1 31% 36% 25% 29% 26% 30% 46% 23% Median: 26% Median: 26% 37% 37% 28% 30% 20% 22% 2022E Gross Margin1 52% 78% 54% 33% 75% 98%2 81% confidential and proprietary | 62

Comparable company benchmarking (cont’d). EV / 2022E Gross Profit1 EV / 2022E Revenue 7x 4x 17x 13x 24x 13x 4x Median: 12x 6x 6x 4x 3x Source: FactSet as of July 23, 2021, Management estimates Note: Companies sorted by market cap within category; Vacasa multiples based on enterprise value of $3,747M 1 Vacasa metric represents Adjusted Gross Profit 2 Homes and Mortgages segments represent approximately 73% of estimated revenue ($5.9B) and approximately 80% of estimated revenue ($9.4B) in 2022 and 2023, respectively, per FactSet consensus 11x 14x Median: 16x 2 10x confidential and proprietary | 63

Comparable company benchmarking (cont’d). EV / 2023E Gross Profit1 EV / 2023E Revenue 5x 3x 14x 11x 18x 10x 2x 8x Median: 12x Median: 9x 5x 5x 3x 2x 11x 9x Source: FactSet as of July 23, 2021, Management estimates Note: Companies sorted by market cap within category; Vacasa multiples based on enterprise value of $3,747M 1 Vacasa metric represents Adjusted Gross Profit 2 Homes and Mortgages segments represent approximately 73% of estimated revenue ($5.9B) and approximately 80% of estimated revenue ($9.4B) in 2022 and 2023, respectively, per FactSet consensus 2 confidential and proprietary | 64

Transaction Agreement Executed Transaction Announced Preliminary Proxy Materials Filed with the SEC Mail Final Proxy Materials to TPG Pace Shareholders Set Record Date for TPG Pace Shareholders Vote Hold TPG Pace Shareholder Vote and Close Transaction Anticipated transaction timeline. July 2021 August 2021 Q4 2021 Westgate - Trinidad, California Vacasa homeowner since 2019 confidential and proprietary | 65

Appendix Big Blue Gulf - Palmilla Beach, Texas Vacasa homeowner since 2017 confidential and proprietary | 66

Adjusted gross profit reconciliation. ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 2019 2020 Revenue $113.4 $83.3 $186.1 $108.9 $129.4 $299.3 $491.8 (-) Cost of Revenue 62.8 41.6 82.7 69.0 75.6 164.5 256.1 (+) Restructuring 0.2 0.1 - 0.3 - - 0.5 Adj. Gross Profit $50.8 $41.8 $103.4 $40.2 $53.8 $134.8 $236.2 confidential and proprietary | 67

Adjusted opex reconciliations. ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 2019 2020 Operations & Support GAAP $ 31.4 $ 21.1 $ 34.7 $ 29.0 $ 30.3 $ 78.8 $ 116.2 (-) SBC - - 0.2 0.0 0.0 - 0.3 (-) Restructuring 1.1 0.4 - 0.2 - - 1.6 (-) One-time Expense - - - - - - - Non-GAAP $ 30.3 $ 20.7 $ 34.5 $ 28.8 $ 30.3 $ 78.8 $ 114.3 Technology & Development GAAP $ 8.5 $ 4.1 $ 6.8 $ 7.6 $ 7.5 $ 16.9 $ 27.0 (-) SBC - - 0.4 0.2 0.2 - 0.6 (-) Restructuring 0.8 0.3 - - - - 1.0 (-) One-time Expense - - - - - - - Non-GAAP $ 7.8 $ 3.8 $ 6.4 $ 7.3 $ 7.3 $ 16.9 $ 25.3 confidential and proprietary | 68

Adjusted opex reconciliations (cont’d). ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 2019 2020 Sales & Marketing GAAP $ 26.7 $ 13.6 $ 22.4 $ 17.2 $ 25.5 $ 70.6 $ 80.0 (-) SBC - - 0.1 0.3 0.2 - 0.4 (-) Restructuring 0.9 0.3 - - - - 1.2 (-) One-time Expense - - - - - - - Non-GAAP $ 25.8 $ 13.3 $ 22.3 $ 17.0 $ 25.3 $ 70.6 $ 78.4 General & Administrative GAAP $ 12.3 $ 11.4 $ 15.2 $ 18.6 $ 21.4 $ 36.3 $ 57.6 (-) SBC 0.0 0.7 0.5 0.9 0.4 0.1 2.1 (-) Restructuring 0.8 0.3 - 1.4 0.2 - 2.4 (-) One-time Expense - - - - 6.2 1.3 - Non-GAAP $ 11.6 $ 10.4 $ 14.8 $ 16.3 $ 14.6 $ 34.9 $ 53.1 confidential and proprietary | 69

1 Includes FX Loss/Gain, Other Gains/Losses and Fair Value Adjustment on Warrants 2 Related to convertible note anticipated to convert in context of public listing 3 Reflects continuation of current employee stock compensation program Adjusted EBITDA reconciliation. ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 2019 2020 GAAP Net Income (Loss) ($36.9) ($19.5) $9.4 ($45.3) ($49.3) ($84.9) ($92.3) Add: Provision for Income Taxes (0.1) (0.1) (0.1) (0.1) (0.0) (0.1) (0.3) Add: Other Income / Expense, Net1 0.3 1.1 3.0 1.4 6.7 3.4 5.7 Add: Interest Expense2 0.2 1.4 3.1 3.1 2.8 1.2 7.9 Add: Interest Income (0.3) (0.0) (0.0) (0.0) - (1.0) (0.4) Add: Depreciation Expense 3.6 3.8 3.9 4.1 4.1 5.7 15.5 Add: Amortization of Intangibles 4.8 4.9 4.8 4.3 4.7 8.0 18.8 Add: Stock-based Compensation3 0.0 0.7 1.2 1.5 0.8 0.1 3.3 Add: Restructuring Charges 3.6 1.3 - 1.8 0.2 - 6.8 Add: One Time Acquisition Costs - - - - 6.2 1.3 - Adjusted EBITDA ($24.8) ($6.4) $25.4 ($29.2) ($23.7) ($66.4) ($35.0) confidential and proprietary | 70

1 Operating cash flow includes change in restricted cash, which represents ~50% of change in deferred revenue 2 Includes costs associated with internally developed software. 3 Adj. Free Cash Flow = Operating Cash Flow less Capex Adjusted free cash flow. ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 2019 2020 2021E 2022E 2023E Operating Cash Flow1 ($32.6) $144.4 ($74.1) ($40.1) $144.1 ($35.5) ($2.4) ($17.1) $8.9 $45.7 Less: Capex2 4.3 2.2 1.8 1.2 1.6 19.1 9.5 12.6 16.0 24.5 Adj. Free Cash Flow3 ($36.9) $142.2 ($75.9) ($41.3) $142.5 ($54.6) ($11.9) ($29.7) ($7.1) $21.1 Net Cash Paid for Business Combinations 5.4 2.7 1.3 3.6 8.0 124.2 13.0 99.7 95.7 99.5 Asset-lite model with high FCF conversion driven by low capex requirements and upfront collection of gross bookings with homeowner payout occurring after the stay takes place driving deferred revenue flywheel as the business grows Significant opportunity to continue portfolio strategy and acquisitions to fuel value-accretive growth confidential and proprietary | 71

Illustrative fully diluted share count. Share count in millions $10.00 $12.50 $15.00 $17.50 $20.00 TPGS Public IPO Shares 28.5 28.5 28.5 28.5 28.5 PIPE & FPA Shares1 20.9 20.9 20.9 20.9 20.9 TPGS Sponsor Shares2 4.4 7.1 10.2 13.6 13.6 Vacasa Existing Shareholder Shares3 396.3 396.3 396.3 396.3 396.3 Total 450.2 452.8 455.9 459.3 459.3 Illustrative Share Price 1 Assumes PIPE/3rd Party FPA issued at $9.50/share. 2 Initial sponsor promote based on 10% of common stock and FPA proceeds (or 4.6M shares) contingent on closing of business combination. Sponsor will earn additional 15% of IPO and FPA common stock such that sponsor will own, in aggregate, the following percentages at the various share prices: (i) 15.0% of common stock outstanding (or 7.3M shares) at $12.50/share, (ii) 20.0% of common stock outstanding (or 10.3M shares) at $15.00/share, and (iii) 25.0% of common stock outstanding (or 13.8M shares) at $17.50/share. Includes 770,000 Private Placement Shares acquired by TPG Pace Solutions Sponsor at $10/share to cover initial underwriting fees and offering expenses. Sponsor Shares reduced by 0.9M shares to compensate for illiquidity discount provided to PIPE/FPA investors. 3 Includes the conversion of the Series D Convertible Note. Includes 10.3M shares underlying vested options, SARs and warrants. confidential and proprietary | 72

Preliminary Q2’21 reconciliations. ($M) Estimated low end of range Estimated high end of range Revenue 239.0 241.0 Less: Cost of Revenue 119.0 119.0 Adj. Gross Profit 120.0 122.0 GAAP Net Income (Loss) (18.0) (16.0) Add: Provision for Income Taxes 0.3 0.3 Add: Other Income / Expense, Net 3.6 3.6 Add: Interest Expense 3.1 3.1 Add: Interest Income (0.0) (0.0) Add: Depreciation Expense 4.2 4.2 Add: Amortization of Intangibles 12.1 12.1 Add: Stock-based Compensation 2.2 2.2 Add: One Time Acquisition Costs and Transaction-related Expenses 1.3 1.3 Adjusted EBITDA 8.8 10.8 Note: Q2’21 results are preliminary and subject to change confidential and proprietary | 73

Revenue growth overview – as-reported vs. pro forma. 1 Represents Q1-Q3’19 revenue 2 Represents Q1’21 revenue ($M) 2017 2018 2019 2020 2021E 2022E 2023E Revenue (as-reported) $112 $176 $299 $492 $757 $1,002 $1,300 (+) Wyndham VR - - $2071 - - - - (+) TurnKey - - - $94 $322 - - Revenue (pro forma) $112 $176 $506 $586 $789 $1,002 $1,300 % growth – as-reported - 56% 70% 64% 54% 32% 30% % growth – WVR pro forma - - - (3%) - - - % growth – TK pro forma - - - - 35% 27% - Vacasa standalone $112 $176 $272 % growth - 56% 55% 2017 $112 2018 $176 2019 $506 2020 $586 2021E $789 2022E $1,002 2023E $1,300 Revenue (as-reported) Wyndham VR TurnKey confidential and proprietary | 74

Domestic supply growth walk. Note: Excludes international units 1 Impacted by furlough of sales team due to COVID-19 2017 year end 6,579 2018 year end 10,852 (TurnKey) (WVR) 2021E year end 36,522 2022E year end 48,429 2019 organic 14,033 2019 year end 22,425 June 2021 2021E organic 31,898 1 2020 year end 21,528 Year End Count Acquisition Domestic Net Adds Organic Domestic Net Adds +33% +48% +29% +65% Active homes on platform at year end confidential and proprietary | 75

Average GBV Per Unit growth walk. Sophisticated yield management optimizes combination of nightly rate and nights sold per unit Average Nightly Rate (“ANR”)1 growing at 4% CAGR due to AI-driven dynamic pricing maximizing rates based on proprietary and industry data, as well as continued growth of high-value, seasoned rental supply from portfolio approach Nights sold per unit growing at 8% CAGR due to creation of more available nights by extending shoulder seasons and length of stay, and reducing owner holds on calendar Average GBV per unit ANR growth Nights sold per unit growth 2018 2021E $36,177 4% CAGR 12% CAGR 8% CAGR $50,717 Note: Based on average units over the year 1 ANR defined as Gross Bookings / Nights Sold confidential and proprietary | 76

One-time events affecting our 2020 financials. Significant reduction in sales force headcount in April 2020 and pullback in portfolio spend to conserve cash led to lagged supply and revenue growth in 2020 and 2021 Higher demand in Q4 2020 produced greater than normal nights sold per home, which we do not forecast to be continuing We exited most of our international markets and remain focused on building scale in the large North American market before re-entering international We took steps to simplify our cost structure, though resumed investment growth in latter part of 2020 to capture the opportunity ahead Idyllwild Overlook - Idyllwild, California Vacasa homeowner since 2020 confidential and proprietary | 77

Note: Tenured sales representative defined as sales representatives with 12+ months of experience Consistent productivity of tenured sales reps provides visibility into new supply. Trailing 24 months Units added per month Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 24-month average confidential and proprietary | 78

Gross Booking Value (“GBV”) / Gross Bookings: Gross Booking Value ("GBV") represents the dollar value of bookings from our channel partners as well as those booked directly on our platform related to Nights Sold during the period and cancellation fees for bookings cancelled during the period. GBV is inclusive of amounts charged to guests for rent, fees, and the estimated taxes a guest pays. Nights Sold: Nights Sold represents the total number of nights for which the guest stay has occurred during the period. Units / Listings / Homes: Units / Listings / Homes are properties that are displayed and bookable on our platform and through our channel partners, with no indication of a pending termination as of the end of a given period, for which we manage marketing and booking, reservations, payments, customer service, home care, compliance and other such services. Revenue: Our revenue is primarily generated from vacation rental services in which we act as the exclusive agent on the homeowners' behalf to facilitate the reservation transaction between guests and owners. We earn commission revenue on the nightly rate and other reservation-related fees charged to the guest. We also earn revenue from home care solutions offered directly to our homeowners such as home improvement and repair services for a separately agreed upon fee. In addition, we provide real estate brokerage services and residential management services to community and homeowner associations. The purpose of these services is to attract and retain homeowners as customers of our vacation rental services. Net Rent & Fees: Net Rent and Fees is calculated as Rent Revenue + Fee Revenue - Payments to Homeowners. Market-Level Contribution: Market-Level Contribution as a percentage of Net Rent and Fees only includes revenue and costs that can be directly tied to individual units within each market; Includes home care expenses, merchant service fees, direct and allocated local operations and central customer service support costs and listing fees and excludes non-vacation rental service revenue streams and associated costs. Markets: We have operations in 100+ markets, defined as regions with local field operations that typically encompass over 20 units in a serviceable area with less than a one hour driving- distance diameter. Destinations: We have a sales presence in 400+ destinations, defined as areas in which there are enough units available to target for growth. Glossary. confidential and proprietary | 79

Risks Related to Vacasa’s Business & Industry: • We have incurred net losses in each year since inception, and we may not be able to achieve profitability. • Our business and operations have experienced rapid growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, results of operations, financial condition and prospects will be adversely affected. • Our recent growth may not be indicative of our future growth, and we may not be able to sustain a similar revenue growth rate in the future. Our recent growth also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful. • If we are unable to attract new vacation rental homeowners to our platform and maintain relationships with existing vacation rental homeowners, or if homeowners reduce the availability of their homes on our platform, our business, results of operations, and financial condition would be materially adversely affected. • If we are unable to add new guests and retain existing guests, our business, results of operations, and financial condition would be materially adversely affected. • Bookings through our distribution partners account for a significant portion of our revenue, and if we are unable to maintain our relationships with our existing distribution partners and develop and maintain successful relationships with additional distribution partners, our business, results of operations, and financial condition would be materially and adversely affected. These relationships also subject us to certain risks. • Any further and continued decline or disruption to the travel and hospitality industries or economic downturn would materially adversely affect our business, results of operations, and financial condition. • Our continued growth depends, in part, on our ability to consummate portfolio transactions on favorable terms and to effectively manage the risks associated with these transactions. • The failure to successfully execute and integrate strategic acquisitions at our historical rate and at acceptable prices, and to enter into other strategic transactions and relationships that support our long-term strategy, could materially adversely affect our business, results of operations, and financial condition, as well as our ability to grow our business. These strategic transactions and relationships also subject us to certain risks. • Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could adversely affect our business. • The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors • The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact our business, results of operations, and financial condition. • We may experience significant fluctuations in our results of operations from quarter to quarter and year to year as a result of seasonality and other factors, which make it difficult to forecast our future results. • Demand for vacation rental properties has increased in recent periods compared to demand for other forms of accommodations, and we cannot guarantee that this trend will continue once the COVID-19 pandemic subsides. • Our customer support function is critical to the success of our platform, and any failure to provide high-quality service could affect our ability to retain our existing homeowners and guests and attract new ones. • Our business depends on our ability to attract and retain capable management and employees, and if we lose any of our key personnel, or if we are unable to attract, retain and motivate a sufficient number of skilled personnel, our business, results of operations, and financial condition could be materially adversely affected and we may be unable to execute our growth strategy. • We may face increased personnel costs or labor shortages that could slow our growth and adversely affect our business, results of operations and financial condition. • Maintaining and enhancing our brand and reputation is critical to our growth, and negative publicity could damage our brand and thereby harm our ability to compete effectively, and could materially adversely affect our business, results of operations, and financial condition. • Owner, guest, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine the safety or the perception of safety of our services, affect our ability to attract and retain homeowners and guests and materially adversely affect our reputation, business, results of operations, and financial condition. • Measures that we are taking to improve the trust and safety of our platform may cause us to incur significant expenditures and may not be successful. • We rely on traffic to our platform to grow revenue, and if we are unable to drive traffic cost-effectively, it would materially adversely affect our business, results of operations, and financial condition. • If we are unable to expand our international operations and manage the risks presented by our business model internationally, our business, results of operations, and financial condition would be materially adversely affected. • Our failure to properly manage funds held on behalf of customers could materially adversely affect our business, results of operations, and financial condition. • Because we recognize revenue during the guest stay and not at booking, upticks or downturns in bookings are not immediately reflected in our results of operations. • We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition. • Our efforts to create new offerings and initiatives are costly, and if we are unable to successfully pursue such offerings and initiatives, we may fail to grow, and our business, results of operations, and financial condition would be materially adversely affected. • We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition. • The coverage afforded under our insurance policies may be inadequate for the needs of our business or our third-party insurers may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations, and financial condition. • We are subject to payment-related fraud and an increase in or failure to deal effectively with fraud, fraudulent activities, fictitious transactions, or illegal transactions would materially adversely affect our business, results of operations, and financial condition. • We rely on third-party payment service providers to process payments made by guests and certain payments made to homeowners on our platform. If these third-party payment service providers become unavailable or we are subject to increased fees, our business, results of operations, and financial condition could be materially adversely affected. • We are subject to payment network rules and any material modification of our payment card acceptance privileges could have a material adverse effect on our business, results of operations, and financial condition. • Our focus on the long-term best interests of our company and our consideration of all of our stakeholders, including our stockholders, homeowners, guests, employees, the communities in which we operate, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact the value of Vacasa Class A Common Stock. Risk factors. confidential and proprietary | 80

Risks Related to Information Technology, Intellectual Property, Data Security and Data Privacy • If we fail to comply with federal, state, and foreign laws relating to privacy and data protection, we may face potentially significant liability, negative publicity, an erosion of trust, and increased regulation could materially adversely affect our business, results of operations, and financial condition. • If we or our third-party service providers fail to prevent data security breaches, there may be damage to our brand and reputation, material financial penalties, and legal liability, along with a decline in use of our platform, which would materially adversely affect our business, results of operations, and financial condition. • We rely primarily on Amazon Web Services to host and deliver our platform, and on a number of other third-party service providers in connection with other key aspects of our platform and operations, and any interruptions or delays in services from these third parties could impair the delivery of our platform and services, and materially adversely affect our business, results of operations, and financial condition could be materially adversely affected. • Our platform is highly complex, and any undetected errors could materially adversely affect our business, results of operations, and financial condition. • System capacity constraints, system or operational failures, or denial-of-service or other attacks could materially adversely affect our business, results of operations, and financial condition. • The continued proliferation of devices and platforms other than desktop computers creates challenges. If we are unable to operate effectively on these platforms, our business, results of operations, and financial condition could be materially adversely affected. • If we are unable to adapt to changes in technology and the evolving demands of homeowners and guests, our business, results of operations, and financial condition could be materially adversely affected. • If we do not adequately protect our intellectual property and our data, our business, results of operations, and financial condition could be materially adversely affected. • We have been, and may in the future be, subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition. • Our use of “open source” software could adversely affect our ability to offer our platform and services and subject us to costly litigation and other disputes. Risks Related to Other Legal, Regulatory and Tax Matters • Laws, regulations, and rules that affect the short-term rental business have limited and may continue to limit the ability or willingness of homeowners to rent through Vacasa and expose our homeowners or us to significant penalties, which have had and could continue to have a material adverse effect on our business, results of operations, and financial condition. • We are subject to a wide variety of complex, evolving, and sometimes inconsistent and ambiguous laws and regulations that may adversely impact our operations and discourage homeowners and guests from using our services, and that could cause us to incur significant liabilities including fines and criminal penalties, which could have a material adverse effect on our business, results of operations, and financial condition. • We rely on a mix of independent contractors and employees to provide operational services to us, and any potential reclassification of independent contractors as deemed employees could adversely affect our business, results of operations and financial condition. • We are subject to regulatory inquiries, litigation, and other disputes from time to time which have in the past materially adversely affected, and may in the future materially adversely affect, our business, results of operations, and financial condition. • We could face liability for information or content that is on, or accessible through, our platform. • We are subject to governmental economic and trade sanctions laws and regulations that limit the scope of our offering. Additionally, failure to comply with applicable economic and trade sanctions laws and regulations could subject us to liability and negatively affect our business, results of operations and financial condition. • We have operations in countries known to experience high levels of corruption and any violation of anti-corruption laws could subject us to penalties and other adverse consequences. • Uncertainty in the application of taxes to our homeowners, guests, or platform could increase our tax liabilities and may discourage homeowners and guests from conducting business on our platform. • We may have exposure to greater than anticipated tax liabilities. • Changes in tax laws or tax rulings could materially affect our business, results of operations, and financial condition. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. General Risk Factors • We will incur significant expenses as a result of being a public company, which could materially adversely affect our business, results of operations, and financial condition. • Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. • The failure to successfully implement and maintain accounting systems could materially adversely impact our business, results of operations, and financial condition. • Our results of operations and financial condition could be materially adversely affected by changes in accounting principles. • The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all. • If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding Vacasa Class A Common Stock, the market price and trading volume of Vacasa Class A Common Stock could decline. • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. • If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of Vacasa Class A Common Stock. Risk factors. confidential and proprietary | 81

confidential and proprietary | 82

We have audited the accompanying consolidated financial statements of Vacasa Holdings LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2020, and the related consolidated statements of operations and comprehensive loss, cash flows, and changes in redeemable convertible preferred units and members’ deficit for the years then ended, and the related notes to the consolidated financial statements.

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vacasa Holdings LLC and its subsidiaries as of December 31, 2019 and 2020, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Vacasa Holdings LLC
Consolidated Statements of Changes in Redeemable Convertible Preferred Units and Members' Deficit
(in thousands, except unit data)

The accompanying notes are an integral part of these Consolidated Financial Statements.

Vacasa Holdings LLC and its Subsidiaries (the "Company") operates a vertically-integrated vacation rental platform. Homeowners utilize the Company's technology and services to realize income from their rental assets. Guests from around the world utilize the Company's technology and services to search and book Vacasa-listed properties in destinations throughout North and Central America. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The Company is headquartered in Portland, Oregon.

Members' liability is limited pursuant to the Delaware Limited Liability Company Act.

The accompanying consolidated financial statements include the accounts of Vacasa Holdings LLC and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Intercompany transactions and balances have been eliminated in consolidation for all periods presented.

The Company began operations in 2009 through its wholly owned subsidiary Vacasa LLC, an Oregon limited liability company. In August 2017, Vacasa LLC was converted to a Delaware limited liability company. On May 20, 2020, Vacasa Holdings LLC, a Delaware limited liability company, was formed. On May 21, 2020, Vacasa LLC, as initial sole member of the Company, pursuant to a Plan of Merger agreement, completed a reorganization of its legal entity structure whereby the existing equity holders of Vacasa LLC, exchanged their ownership interests in Vacasa LLC for proportionate ownership interests in Vacasa Holdings LLC. As a result, Vacasa Holdings LLC became the parent company of Vacasa LLC and its subsidiaries (the "Reorganization"). Prior to the Reorganization, all of the assets and operations of Vacasa Holdings LLC were those of its subsidiary, Vacasa LLC. The Reorganization was accounted for as a transaction between entities under common control, and accordingly, there was no change in the basis of the underlying assets and liabilities. The consolidated financial statements are reflective of the changes that occurred as a result of the Reorganization. Prior to May 21, 2020, the consolidated financial statements of the Company reflect the net assets and operations of Vacasa LLC.

The accompanying interim consolidated balance sheet as of March 31, 2021 and the consolidated statements of operations and comprehensive loss, cash flows and changes in redeemable convertible preferred units and members' deficit for the three months ended March, 31, 2021 and 2020, and the related notes to such interim consolidated financial statements are unaudited. These unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, and reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company's financial position as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. The interim financial information for the period ended March 31, 2021 presented herein has been prepared by, and is the responsibility of, management. KPMG LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to this interim financial information. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of sales and expenses during the reporting period. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, the useful lives of property and equipment and intangibles assets, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, valuation of redeemable convertible preferred units, equity-based compensation, and evaluation of recoverability of long-lived assets. Actual results may differ materially from such estimates. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected.

In December 2019, a novel strain of coronavirus disease (“COVID-19”) was reported and in March 2020, the World Health Organization characterized COVID-19 as a global pandemic. The COVID-19 pandemic has forced international, federal, state, and local governments to enforce prohibitions of non-essential activities. Beginning at the end of the Company's first quarter of 2020, the Company experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted nights sold. Due to the impact that the reduction in bookings initially had on its financial condition, $108.1 million of Senior Secured Convertible Notes were issued to provide for liquidity and fund other general corporate initiatives. See additional information as described in Note 9 - Debt. The Company also took steps to mitigate the adverse impacts from the COVID-19 pandemic through cost reduction measures including lower discretionary and overhead spending, as well as temporary employee furloughs, which primarily occurred in the second quarter of fiscal 2020. In May 2020, the Company initiated an internal reorganization and reduction of the its workforce, primarily in North America, resulting in the elimination of approximately 850 positions. The charges recorded as a result of these reductions were $5.0 million, of which $1.5 million was recorded to operations and support, $1.2 million to sales & marketing, $1.1 million to general and administrative expenses, $1.0 million to technology and development, and $0.2 million to cost of revenue in the consolidated statement of operations.

The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an impact to the timing of cash flows, there is no material impact to the Company's consolidated financial statements. Specifically, as it relates to the Company, the CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. For the year ended December 31, 2020, the Company deferred approximately $7.6 million of the employer-paid portion of social security taxes. As of December 31, 2020 and March 31, 2021 (unaudited), the current portion of $3.8 million is included in accrued expenses and other current liabilities and the non-current portion of $3.8 million is included in other long-term liabilities on the consolidated balance sheets. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued.

The Canada Emergency Wage Subsidy (CEWS) was announced on March 27, 2020. Under this program, qualifying businesses can receive a subsidy for up to 75% of their employees’ wages, subject to certain limitations. For the year ended December 31, 2020 and the three months ended March 31, 2021 (unaudited), the Company received $1.7 million and $0.4 million, respectively, of wage subsidy from the Canadian government as part of the CEWS, which is included in operating costs and expenses in the consolidated statement of operations.

In addition to the specific responses to COVID-19 above, in the second half of the year ended December 31, 2020, the Company's management made the decision to realign the Company's business and strategic priorities which resulted in the wind-down of a significant portion of the Company's international operations by December 31, 2020. In connection with the wind-down, the Company recorded restructuring costs of $1.8 million, which primarily consisted of severance costs of $1.3 million and contract termination costs of $0.5 million. Of the total, $1.4 million was recorded to general and administrative expenses, $0.3 million to cost of revenue, and $0.2 million to operations and support in the consolidated statements of operations. While some of these activities are ongoing and are expected to be completed during 2021, the majority of these actions were completed by December 31, 2020. As of December 31, 2020, the Company had accrued restructuring charges related to the internal reorganization and restructuring actions of $2.2 million, primarily consisting of accrued severance included in accrued expenses and other current liabilities on the consolidated balance sheets. As of March 31, 2021 (unaudited), the accrued restructuring charges related to the internal reorganization and restructuring actions were not material.

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company's CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that is operates one reportable segment.

The majority of the Company's revenue is earned in the United States. The Company's revenues earned outside of the United States did not exceed 10% of total revenues for the years ended December 31, 2019 and 2020 and the three months ended March 31, 2020 and 2021 (unaudited), respectively. Long-lived assets by geographical location is based on the location of the legal entity that owns the asset. As of December 31, 2020 and March 31, 2021 (unaudited) the majority of the Company's long-lived assets were located in the United States.

Cash includes demand deposits with banks and financial institutions, as well as cash in transit from payment processors. Cash equivalents includes short-term, highly liquid securities, including money market funds and term deposit investments with maturities of 90 days or less when purchased and their carrying values approximate fair value due to their short-term nature. The Company generally places its cash and cash equivalents and investments with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Restricted cash primarily represents payments made by guests in advance of reservations that are required to be held in escrow accounts until the rescission period expires in accordance with U.S. state regulations. The following table reconciles cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the total amount of cash, cash equivalents and restricted cash presented on the consolidated statement of cash flows (in thousands):

Accounts receivable, net primarily represents amounts owed by homeowners for reimbursable expenses incurred by the Company in accordance with the homeowner contract, amounts owed the Company from third-party distribution partners, acting as a merchant of record, for guest stays that have commenced, and amounts owed from the community and homeowner associations for services provided. The allowance for doubtful accounts is estimated based on historical experience, aging of the receivable, the counterparty's ability to pay, condition of general economy and industry, and other factors. The allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified.

As of December 31, 2019, and 2020, and March 31, 2021 (unaudited), the Company's allowance for doubtful accounts was $3.7 million, $8.9 million, and, $9.8 million, respectively. The Company recognized bad debt expense for the years ended December 31, 2019 and 2020 and the three months ended March 31, 2020 and 2021 (unaudited) of $1.3 million, $6.4 million, $0.9 million, and $1.9 million, respectively which was recorded as a component of general and administrative expense in the consolidated statements of operations.

Property and equipment are stated at cost or at fair value for assets acquired as part of a business combination. Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred.

Property and equipment includes capitalized costs related to the development of the Company’s technology platform, mobile apps, and marketplace. Software development costs related to software developed or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Depreciation of such costs begins when the project milestones are substantially complete and software is ready for its intended use.

Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recorded as a component of General and administrative expense in the consolidated statements of operations. Gains and losses recorded for the years ended December 31, 2019 and 2020 and for the three months ended March 31, 2020 and March 31, 2021 (unaudited) were not material.

The Company's intangible assets consist primarily of acquired homeowner contracts, databases, photos and property listings, tradenames, noncompete agreements, and other. Intangible assets are recorded at fair value as of the date of acquisition and are amortized on a straight-line basis over an estimated economic life ranging from 1 to 10 years. The Company reviews definite-lived intangible assets for impairment in accordance with its policy for long-lived assets.

The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group and its eventual disposal when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. Long-lived asset impairments are recorded as a component of General and administrative expenses in the consolidated statement of operations. Long-lived asset impairment losses were not material for the years ended December 31, 2019 and 2020, and the three months ended March 31, 2020 and 2021 (unaudited), respectively.

In accordance with applicable accounting standards, the Company estimates the fair value of assets acquired and liabilities assumed as of the acquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Management makes certain estimates and assumptions when determining the fair values of assets acquired and liabilities assumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from homeowner contracts, databases, photos and property listings, and trade names, as well as discount rates. At the acquisition date, the Company will also record acquisition related liabilities, if applicable, for any contingent consideration or deferred payments to the seller. Contingent consideration is recorded at fair value on the acquisition date based on Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the contingent consideration liabilities, recorded as a component of accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets, are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains or losses in general and administrative expense in the consolidated statement of operations. The deferred payments to sellers are recognized on the acquisition date at fair value by calculating the risk adjusted present value of the deferred cash payments to be made to the seller. The deferred payment to seller balances were $14.1 million, $8.9 million, and $10.9 million as of December 31, 2019 and 2020 and March 31, 2021 (unaudited), respectively, which are recorded as a component of accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets based on the expected timing of settlement.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with business combinations are expensed as incurred.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit which the Company tests for impairment on the first day of the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. There were no impairment charges in any of the periods presented in the consolidated financial statements. Refer to Note 6 - Intangible Assets, Net and Goodwill, for additional information.

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are both probable and can reasonably be estimated. These accruals are adjusted as additional information becomes available or circumstances change.

The Company accounts for leases under the provisions of Accounting Standards Codification ("ASC)" Topic 840, Leases, which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. The terms used for the evaluation include renewal option periods in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. Leases are classified as capital leases whenever the terms of the lease substantially transfer all of the risks and rewards of ownership to the lessee. The Company's operating leases pertain to the Company's corporate office locations, field operation locations and vacation properties whereby the Company takes control of a third-party's property during the lease period for purpose of renting the property on a short-term basis.

The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liabilities, which are calculated as the difference between contractual lease payments and the straight-line rent expense, are recorded in other long-term liabilities in the consolidated balance sheets.

The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, net, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities.

The Company has certain homeowner contracts with the Company's founder and former Chief Executive Officer ("the Founder"). Revenue recognized related to these agreements was $1.0 million and $1.1 million for the years ended December 31, 2019 and 2020. The Company has certain vacation home lease agreements with the Founder. Rent expense recognized for these arrangements was $0.2 million and $0.0 million for the years ended December 31, 2019 and 2020, respectively.

In fiscal 2019, the Company incurred costs to remodel certain of the vacation homes owned by the Founder and leased by the Company in accordance with the vacation home lease agreements. The Company incurred and billed its Founder $0.7 million for the goods and services provided, which was recorded as a component of Accounts receivable, net in the consolidated balance sheets and repaid in full in fiscal 2020.

On May 21, 2020, the Company issued Senior Secured Convertible Notes with an aggregate principal amount of $108.1 million. The purchasers are existing holders of the Company’s issued and outstanding redeemable convertible preferred units. Refer to Note 9 - Debt for additional information.

On December 3, 2020, the Company sold and issued an aggregate of 270,387 units of Series C-1 preferred units to a certain director of the Company in exchange for gross proceeds of $0.5 million. Refer to Note 11 - Redeemable Convertible Preferred Units and Equity for additional information.

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with its Customers. The Company operates a vertically-integrated vacation rental platform. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The majority of the Company's vacation homes under management are located in the United States. The Company considers both the homeowners and guests to be its customers.

The Company fulfills its obligations to its customers in various ways, depending on the nature of the contract. For all performance obligations, sales taxes are excluded from the transaction price.

Under the Company's homeowner contracts, the Company acts as the sole and exclusive agent on the homeowners' behalf to perform an integrated agency service that consists of a) acting as the vacation home letting agent and direct intermediary between the homeowner and the guest, b) performing routine care of the vacation property during the stay and upon guest departure, c) 24/7 contact center support for guests and homeowners as well as local operations support, and d) performing inspections, routine maintenance, minor repairs, and inventory management of required supplies of the property. The integrated agency service provided to homeowners represents a single distinct performance obligation.

The Company markets homes on its platform directly on vacasa.com and its guest app, and via its third-party distribution partners. Upon confirmation of a vacation home booking by a guest, the Company, on behalf of a homeowner, agrees to provide use of the vacation home for a specified period of time. At the time of booking, the guest agrees to pay the total booking value which is comprised of the nightly reservation rate, other reservation-related fees, and applicable sales taxes. The transaction price under the homeowner contracts represents variable consideration as the amount to which the Company is entitled depends on the total amount collected for each reservation. The uncertainty associated with the transaction price is generally resolved upon the booking, subject to estimates for cancellations and refunds. In accordance with the Company's homeowner contracts, the Company earns commission revenue for a portion of the nightly rate and the other reservation-related fees for the integrated agency and guest services rendered.

The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively.

While the guest primarily interacts with the Company as part of the booking process, the homeowner is primarily responsible for fulfilling the promise to the guest, and as a result, the Company recognizes commission revenue net of the amount due to the homeowner under the contract. The performance obligation to provide the integrated agency services and guest services meets the criteria for recognition over time as the homeowner and guest simultaneously receive and consume the benefits from the services. The Company recognizes revenue for these services over the duration of each guest stay. The Company primarily remits payments to the homeowners for the portion of the total booking value obligated to the homeowner for completed guest stays on a monthly basis, except in certain regulated markets in which a portion of the amount obligated to the homeowner is paid in advance.

In the event a booked reservation is cancelled, we may offer a refund or a future stay credit up to the value of the booked reservation. Future stay credits are recognized as a liability on our consolidated balance sheets. In certain instances, the Company may also offer a refund related to a completed stay. The Company accounts for these refunds as variable consideration, which results in a reduction to revenue. The estimate for variable consideration was not material for any of the periods presented.

In addition to providing the integrated agency services under the homeowner contract, the Company may also provide home care solutions directly to the homeowner, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed upon fee. These services may be provided by Company personnel or by third party contractors acting on the Company's behalf. The Company recognizes these revenues on a gross basis as the Company is primarily responsible for providing these goods and services to the customer. These services represent distinct performance obligations provided to the homeowner as our customer. Fees for home care solutions are generally charged on a monthly basis in accordance with the homeowner contract and may be recognized at that point in time or over the duration of the service provided.

In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services to community associations. The purpose of these services is to attract and retain homeowners as customers of the Company's vacation rental platform.

Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations.

Under the community association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined its primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time.

A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands):

Contract liability balances on the Company’s consolidated balance sheets consist of deferred revenue for amounts collected in advance of a guest-stay, limited to the amount of the booking to which the Company expects to be entitled as revenue. The Company’s deferred revenue balances exclude funds payable to owners and hospitality and sales taxes payable, as those amounts will not result in revenue recognition. Deferred revenue is reduced over the period in which a guest completes a stay and are recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized as revenue in the subsequent year.

The Company capitalizes certain costs it incurs to obtain new homeowner contracts when those costs are expected to be recovered through revenues generated from the contract. Capitalized amounts are amortized on a straight-line basis over the estimated life of the customer through Sales and marketing in the consolidated statement of operations. Costs to obtain a contract capitalized as of December 31, 2019 and December 31, 2020 and March 31, 2021 (unaudited) were $7.0 million, $7.7 million, and $8.0 million, respectively, and were recorded as a component of Prepaid expenses and other current assets and Other long-term assets in the consolidated balance sheets. The amount of amortization recorded for the years ended December 31, 2019 and 2020 and three months ended March 31, 2020 and 2021 (unaudited) was $2.4 million, $3.1 million, $0.7 million, and $0.9 million, respectively.

Cost of revenue, exclusive of depreciation and amortization, consists primarily of employee compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, and outside service costs for housekeeping, home maintenance, payment processing fees for merchant fees and chargebacks, laundry expenses, housekeeping supplies, as well as fixed rent payments on certain owner contracts.

Operations and support costs consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for employees that support our local operations teams in the field. Also included is the cost of contact center customer support, both employees and vendors, and the allocation of facilities and certain corporate costs.

Technology and development expenses consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for salaried employees and payments to contractors, net of capitalized expenses, engaged in the design, development, maintenance and testing of the Company's platform, including websites, mobile applications, and other products. Costs qualifying for capitalization are recorded as a reduction of our technology and development expenses and are capitalized as internal-use software within property and equipment on the consolidated balance sheets. These assets are depreciated over their estimated useful lives and are reported in depreciation on our consolidated statements of operations. Also included within technology and development are information technology costs to support infrastructure, applications and overall monitoring and security of networks, and other costs including for cloud, licensing and maintenance. Research and development expenses were not material for the years ended December 31, 2019, and 2020, and for the three months ended March 31, 2020 and 2021 (unaudited), respectively.

Sales and marketing expenses consist primarily of compensation costs, which includes wages, sales commissions, benefits, payroll taxes, and equity-based compensation for our sales force and marketing personnel, payments to channel partners for guest reservations, digital and mail-based advertising costs for homeowners, advertising costs for search engine marketing and other digital guest advertising, and brand marketing. The Company expenses advertising and other promotional expenditures as incurred. Advertising expenses were $8.7 million, $7.3 million, $2.5 million, and $2.9 million, for the years ended December 31, 2019 and 2020, and March 31, 2020 and 2021 (unaudited), respectively.

General and administrative expenses primarily consist of personnel related compensation costs, including equity-based compensation, for executive management and administrative employees, including finance and accounting, human resources, communications, and legal, as well as general corporate and director and officer insurance. General and administrative costs also include professional services fees, including accounting, legal and consulting expense, rent expense for corporate facilities and storage, office supplies, and travel and entertainment expenses.

Depreciation expense consists of depreciation on capitalized internally developed software costs, furniture and fixtures, buildings and improvements, leasehold improvements, technology software, and computer equipment.

Amortization of intangible asset expense consists of non-cash amortization expense of the acquired intangible assets, primarily homeowner contracts, which are recognized on a straight-line basis over their estimated useful lives.

The Company and many of its subsidiaries are limited liability companies taxed as partnerships for which the taxable income or loss is allocated to the members, thus the Company is not subject to income tax. Accordingly, the consolidated financial statements do not include a provision for federal income taxes on the flow-through taxable income or loss from Vacasa Holdings LLC.

Certain of the Company's operating subsidiaries are considered taxable Corporations for U.S. or foreign income tax purposes. Where taxable, the Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax amounts for the expected future tax consequences of events that have been included in the financial statements and tax carryforwards. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to the year in which the differences are expected to reverse. The deferred tax effect of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit for which the future realization is not more-likely-than-not based on an evaluation of all available positive and negative evidence.

The tax benefit of uncertain tax position is recognized only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date. For those tax positions that meet the more-likely-than-not recognition threshold, the Company recognized the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authorities. The Company recognizes future accrued interest and penalties related to unrecognized tax benefits in income tax expense and in tax related liabilities in the balance sheet.

The Company's reporting currency is the U.S. dollar. Operations in the Company's subsidiaries outside the United States (U.S.) are recorded in the functional currency of each subsidiary which is determined by a review of the environment where each subsidiary primarily generates and expends cash. The results of operations for the Company's foreign subsidiaries outside the United States are translated from functional currencies into U.S. dollars using the weighted average currency rate for the period. Assets and liabilities are translated using the period end exchange rates. The U.S. dollar effects that arise from translating the net assets of these subsidiaries are recorded in other comprehensive income (loss).

As an “emerging growth company,” the Jumpstart Our Business Startups Act (the "JOBS Act"), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the Jumpstart Our Business Startups Act of 2012. The adoption dates discussed below reflect this election.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 replaces most existing revenue recognition guidance in GAAP. In addition, the update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The Company adopted the new guidance effective January 1, 2019 using the modified retrospective transition approach applied only to contracts not completed as of the date of adoption. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with revenue accounting literature in effect during those periods. On adoption, the Company recorded a cumulative effect adjustment, net of income tax effects, that decreased accumulated deficit by $5.1 million for the effects of the amended revenue recognition guidance related to costs to obtain a contract, which are capitalized under the new guidance. The Company is amortizing these costs over a period of 4 years.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” This new guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. This new guidance was effective for the Company beginning on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, and 2019-10. The guidance requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The Company expects to adopt the standard using the method of adoption that allow the Company to record the cumulative effect of initially applying the guidance at the beginning of the period of adoption. The guidance also includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commenced before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The updated guidance will be effective for the Company for fiscal years beginning after December 15, 2021, to the extent the Company remains an emerging growth company, as defined in the JOBS Act. While the Company expects adoption of this new standard to materially increase reported assets and liabilities, the Company is currently in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities from an incurred loss methodology to an expected loss methodology. For assets held at amortized cost basis, the guidance eliminates the probable initial recognition threshold and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses are recorded through an allowance for credit losses, rather than a write-down, limited to the amount by which fair value is below amortized cost. Additional disclosures about significant estimates and credit quality are also required. This ASU has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, and 2019-11. The amendments are effective for the Company fiscal years beginning after December 15, 2022, to the extent the Company remains an emerging growth company, as defined in the JOBS Act. The Company is currently in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software. The updated guidance will be effective for the Company for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, to the extent the Company remains an emerging growth company, as defined in the JOBS Act. This ASU will be effective for the Company for the annual reporting period beginning January 1, 2021. The Company is currently in the process of evaluating the impact of this new guidance on its consolidated financial statements, however, it does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Key changes outlined within the new standard include hybrid tax regimes, intra-period tax allocation exception and interim-period accounting for enacted changes in tax law. Early adoption is permitted, including adoption in any interim period or annual reports for which financial statements have not yet been made available for issuance. The updated guidance will be effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, to the extent the Company remains an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. This ASU will be effective for the Company for the annual reporting period beginning January 1, 2022. The Company is currently in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The updated guidance will be effective for the Company for fiscal years and interim periods within fiscal years beginning after December 15, 2023, to the extent the Company remains an emerging growth company, as defined in the JOBS Act. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently in the process of evaluating the impact of this new guidance on its consolidated financial statements.

The Company’s growth strategy includes expanding the number of vacation rental properties on its platform through individual additions, portfolio transactions, and strategic acquisitions. While the Company onboards individual vacation rental properties through its direct sales team, the Company engages in portfolio transactions and strategic acquisitions to onboard multiple units in a single transaction. Portfolio and strategic acquisitions are generally accounted for as business combinations. The goodwill resulting from portfolio transactions and strategic acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company's existing operations, as well as from benefits derived from gaining the related assembled workforce.

During the three months ended March 31, 2021, the Company completed 7 separate portfolio transactions, accounted for as business combinations, for total consideration of $13.2 million, comprised of $3.2 million cash paid, net of cash acquired, $5.0 million of contingent consideration, and $4.9 million of deferred payments to sellers. The fair value of the contingent consideration was estimated utilizing an income approach and was based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the deferred payments to seller recognized on the transaction date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair values of the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $4.5 million was attributable to goodwill, $14.6 million was attributable to intangible assets and the remaining amount was attributable to other acquired assets and assumed liabilities which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over 4 years. Pro forma and historical post-closing results of operations for these transactions were not material to the Company’s consolidated statements of operations. Transaction costs associated with business combinations completed during the year were not material and were expensed as incurred.

The purchase price allocations for the portfolio transactions completed during the three months ended March 31, 2021 are preliminary, and the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. The Company recorded the purchase price allocations based upon information that is currently available. As of March 31, 2021, the total unallocated items were $12.5 million, recorded as a component of intangible assets, net in the consolidated balance sheet.

During the year ended December 31, 2020, the Company completed 18 separate portfolio transactions, accounted for as business combinations, for total consideration of $7.5 million, comprised of $2.7 million cash paid, net of cash acquired, $3.6 million of contingent consideration, and $1.2 million of deferred payments to sellers. The fair value of the contingent consideration was estimated utilizing an income approach and was based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the deferred payments to seller recognized on the acquisition date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair values of the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $5.5 million was attributable to goodwill, $5.3 million was attributable to intangible assets, and the remaining amount was attributable to other acquired assets and assumed liabilities which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over 4 years. Pro forma and historical post-closing results of operations for these transactions completed during the year ended December 31, 2020 were not material to the Company’s consolidated statements of operations. Transaction costs associated with business combinations completed during the year were not material and were expensed as incurred.

On October 22, 2019, the Company completed its strategic acquisition of Wyndham Vacation Rentals North America, LLC ("Wyndham Vacation Rentals"), a vacation rental property management company with properties located throughout North America. The Company purchased 100% of the membership interests in Wyndham Vacation Rentals from Wyndham Destinations, Inc. The total purchase consideration of $157.6 million was comprised of the following (in thousands):

The acquisition was accounted for under the acquisition method of accounting. The following table summarizes the final allocation of fair value of assets acquired and liabilities assumed in the transaction (in thousands):

The Company's identifiable intangible assets acquired consisted of the following as of the acquisition date (in thousands):

Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the acquired business. The goodwill balance is not expected to be deductible for U.S. income tax purposes. Third party acquisition costs of $1.3 million were expensed as incurred as a component of General and administrative expense in the consolidated statement of operations for the year ended December 31, 2019. The Company’s consolidated financial statements include the accounts of Wyndham Vacation Rentals starting as of the acquisition date.

The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the Wyndham Vacation Rentals acquisition had it occurred at the beginning of fiscal 2019. Supplemental information on an unaudited pro forma basis is as follows (in thousands):

The unaudited pro forma supplemental amounts have been calculated to reflect additional depreciation and amortization expense that would have been charged assuming the fair value adjustments to the acquired assets and assumed liabilities had been applied from the beginning of fiscal 2019 with the related tax effects.

In addition to the Wyndham Vacation Rentals acquisition, the Company completed 30 separate portfolio transactions, accounted for as business combinations, for total consideration of $13.5 million, comprised of $1.1 million of cash paid net of cash acquired, $5.4 million of contingent consideration, and $7.0 million of deferred payments to sellers. The fair value of the contingent consideration was estimated utilizing an income approach and was based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the deferred payments to seller recognized on the acquisition date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair value of the remaining assets and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $13.5 million was attributable to goodwill, $9.5 million was attributable to intangible assets, and the remaining amount was attributable to other acquired assets and assumed liabilities, which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over 4 years. Pro forma and historical post-closing results of operations for transactions completed during the year ended December 31, 2019 were not material to the Company’s consolidated statements of operations. Transaction costs associated with business combinations completed during the year were not material and were expensed as incurred.

The following tables set forth the Company's financial assets and liabilities that were measured at fair value on a recurring basis (in thousands):

The carrying amounts of certain financial instruments, including cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Level 3 instruments consist of contingent consideration obligations related to companies acquired businesses and the Company's common unit and Series A preferred unit warrant derivative liabilities.

The contingent consideration obligations are record in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets. The fair value of the contingent consideration is estimated utilizing an income approach and based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets at the acquisition date. The Company assesses the fair value of these obligations at each reporting date thereafter with any changes reflected as gains and losses in General and administrative expenses in the consolidated statements of operations. The charges for changes in fair value of the contingent consideration were not material for the years ended December 31, 2019 and 2020 and the three months ended March 31, 2020, and 2021 (unaudited), respectively.

Certain of the Company's common unit and Series A preferred unit warrants are classified outside of permanent equity as warrant derivative liabilities recorded in Accrued expenses and other current liabilities on the consolidated balance sheets. The warrant derivative liabilities are measured at fair value upon issuance and each reporting period thereafter. See further considerations of the warrants classified outside of permanent equity at Note 11 - Redeemable Convertible Preferred Units and Equity. Inputs used to determine the estimated fair value of the warrant derivative liabilities at each reporting period included remaining contractual term of the warrants, the risk-free interest rate, the volatility of comparable companies over the remaining term, and the fair value of the underlying units. The significant unobservable input used in the fair value measurement was the fair values of the underlying equity units.

During the third quarter of 2020, the Company's Series A preferred unit warrants were cashless exercised and the Company reclassified the warrant derivative liability of $4.1 million to Redeemable convertible preferred units in the consolidated balance sheets. The amount reclassified to redeemable convertible preferred units represented the fair value of the exercised Series A preferred unit warrants at the exercise date. See more information at Note 11 - Redeemable Convertible Preferred Units and Equity.

A reconciliation of the common unit and Series A preferred unit warrant derivative liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs is as follows (in thousands):

The Company's redeemable convertible preferred units are probable of becoming redeemable in the future and are recorded at their maximum redemption amount, which is the greater of the original preferred unit issue price plus an amount equal to the preferred unpaid return or the then-current fair value, at each balance sheet date. The fair value of the redeemable convertible preferred units as of December 31, 2019 and 2020 and March 31, 2021 (unaudited) were estimated based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of units to external investors, volatility, time to liquidity, a risk-free interest rate, and an assumption for a discount for lack of marketability, where applicable. For more information, see Note 11 - Redeemable Convertible Preferred Units and Equity.

¹Other intangible includes HOA contracts, noncompete agreements, phone listings, website and domain names, beneficial lease rights and unallocated items related to recently completed acquisitions (see Note 3- Acquisitions for more information).

The Company's estimated future amortization of intangible assets is expected to be as follows:

The following table summarizes the changes in the Company's goodwill balance (in thousands):

A substantial portion of the Company's goodwill pertains to the acquisition of Wyndham Vacation Rentals. The Company performed its annual goodwill impairment test on the first day of the fourth quarter for each year ended December 31, 2019 and 2020, respectively. The Company performed a qualitative impairment analysis at each annual impairment test date and concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. As a result, no quantitative goodwill impairment test was required. There were no impairment charges in any of the periods presented in the consolidated financial statements. There have been no accumulated impairments to goodwill.

The Company leases certain field and corporate office facilities, vacation properties it controls and equipment from third parties with remaining lease terms ranging from 1 to 11 years. Many of the Company's leases include options to extend the lease term with varying terms. Certain leases include payment of executory costs such as property taxes, utilities, insurance and maintenance.

Future minimum lease payments to be made by the Company for non-cancelable operating leases with an initial or remaining term greater than a year as of December 31, 2020 consisted of the following (in thousands):

Accrued expenses and other current liabilities consisted of the following (in thousands):

The Company's long-term debt obligations consisted of the following (in thousands):

¹Current maturities of debt are recorded within other current liabilities on the consolidated balance sheets.

As of December 31, 2020, the future maturities of long-term debt, excluding deferred financing costs, consisted of the following (in thousands):

In September 2015, the Company entered into a Facility B Convertible Term Loan Agreement (“Term Loan”) with Partners for Growth IV, LP (PFG) providing for a term loan of $5 million. The initial term loan contained a provision, upon exercise within 30 days of a triggering event as defined in the agreement, PFG could modify the original term loan agreement to include a convertible feature allowing for conversion of the initial Term Loan into Series A preferred units at an issuance price of $1 per unit. On January 6, 2016, PFG exercised its option, and the Company recorded an additional debt discount for the conversion feature which was immaterial. The Term Loan maturity date was September 30, 2020. Borrowings under the Term Loan accrued interest at a fixed annual interest rate of 7.25% which was payable monthly. On November 7, 2019, the Company made a prepayment to pay off in full the $5.0 million principal balance of the Term Loan. In connection with the prepayment, the Company issued preferred unit warrants to PFG for the right to purchase up to 5,000,000 Series A preferred units. The fair value of the Series A preferred unit warrants of $2.1 million was recorded as a loss on debt extinguishment in Other income (expense), net on the consolidated statements of operations and as a component of Accrued expenses and other current liabilities on the consolidated balance sheets. For more information on the Series A preferred unit warrants issued, see Note 11 - Redeemable Convertible Preferred Units and Equity.

On May 21, 2020, the Company issued $108.1 million in aggregate principal amount of senior secured convertible notes (“D-1 Convertible Notes”) pursuant to the Note Purchase Agreement (“Purchase Agreement”), dated May 21, 2020. The total net proceeds from the D-1 Convertible Notes offering, after deducting debt issuance costs paid by the Company was $105.9 million. The proceeds of the D-1 Convertible Notes are being used to enhance our liquidity position and for general corporate purposes. The notes mature on June 20, 2023, unless earlier repurchased or converted in accordance with the terms of the Purchase Agreement. In addition, the Purchase Agreement provides that the Company may issue additional senior secured convertible notes (“D-2 Convertible Notes”) in the aggregate principal amount of up to $108.1 million, under certain conditions stipulated in the Purchase Agreement. Such D-2 Convertible Notes, if issued, will be convertible into the authorized Series D-2 preferred units at a rate of $0.50 per unit. As of December 31, 2020 and March 31, 2021 (unaudited), no D-2 Convertible Notes have been issued in accordance with the Purchase Agreement.

The D-1 Convertible Notes accrue cash interest daily at 3% per annum, payable annually in arrears on the anniversary date of the initial closing date. Upon the occurrence and during the continuance of an event of default, as defined in the Purchase Agreement, the cash interest rate will be increased by an amount equal to two (2) percent per annum. Additionally, the D-1 Convertible Notes accrue payment in kind interest fees (“PIK interest”) equal to 7% per annum, which shall be capitalized by adding the full amount of PIK interest to the principal balance on each anniversary date of the initial closing. As of December 31, 2020 and March 31, 2021 (unaudited), principal in the amount of $108.1 million was outstanding under the D-1 Convertible Notes. There was $4.7 million and $6.5 million cumulative PIK interest accrued for the D-1 Convertible Notes as of December 31, 2020 and March 31, 2021 (unaudited), respectively.

The D-1 convertible notes are guaranteed by the Company and its existing and future subsidiaries. The D-1 Convertible notes are secured by first priority lien on substantially all of the assets of the Company and guarantors.

The Company is permitted to prepay the D-1 Convertible Notes, in whole, but not in part, (a) at any time with the consent of the Purchasers holding at least 51% of the outstanding principal amount of the D-1 convertible notes at such time and (b) at the time of consummation of any Change in Control or Initial Public Offering (IPO) by written notice (a “Prepayment Notice”) to the Purchasers. Upon exercise of the prepayment feature in accordance with the Purchase Agreement, the Company is required to pay the outstanding principal balance of the D-1 Convertible Notes plus the applicable prepayment premium. The prepayment premium determined in accordance with the Purchase Agreement is the positive difference of (A) the product of (1) 1.5 multiplied by (2) the original principal amount the D-1 Convertible Notes minus (B) the sum of (1) outstanding principal (including, without limitation, any PIK Interest capitalized on or prior to the date of such prepayment or repayment) and interest plus (2) all Cash Interest and the amount of any principal, in the case of this clause (2), actually paid prior to such date.

At any time following the initial issuance, any purchaser of the D-1 Convertible Notes has the right, but not the obligation to, convert all or any portion of the principal of the D-1 Convertible Notes (including PIK interest capitalized), all accrued but unpaid interest and in connection with an change in control, IPO or payment, the discounted present value of all required remaining scheduled interest payments due on such notes from such date through maturity date, using a discount rate as defined by the Purchase Agreement, into Series D-1 preferred units at a conversion rate of $1 per unit. Additionally, at any time purchasers holding at least 51% of the outstanding principal amount of the D-1 Convertible Notes at the time, have the right, but not the obligation to, cause the entire outstanding amount to be converted into Series D-1 preferred units. As of December 31, 2020 and March 31, 2021 (unaudited), no amounts of the D-1 Convertible Notes had been converted into Series D-1 preferred units.

In April 2020, we entered into a $10 million note payable with J.P. Morgan pursuant to the Paycheck Protection Program (“PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and returned the entire outstanding balance plus interest in May 2020.

For financial reporting purposes, the domestic and foreign components of Losses before income taxes were as follows (in thousands):

The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows:

Our effective tax rate for the years ended December 31, 2019 and 2020, differs from the U.S. federal statutory rate of 21% due primarily to the effect of flow-through entity for which the taxable income or loss is allocated to the members.

¹The net deferred tax liability is recorded primarily within Other long-term liabilities on the consolidated balance sheets.

For the year ended December 31, 2020, the change in valuation allowance of $0.5 million was recorded to Income tax benefit in the consolidated statement of operations. Taxable income or loss from Vacasa Holdings LLC is passed through to and included in the taxable income of its members.

The Company has tax NOL carryforwards related to its domestic operations of approximately $0.9 million and $3.0 million as of December 31, 2019 and 2020, respectively. The deferred tax assets related to these NOLs are carried forward indefinitely until the loss is fully recovered.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. With few exceptions, as of December 31, 2020, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2017.

The following tables present the Company’s authorized and outstanding redeemable convertible preferred units (in thousands except per unit amounts):

On October 22, 2019, the Company sold and issued an aggregate of 95,686,490 units of Series C preferred units, 28,255,455 units of Series C-1 preferred units and 8,706,402 units of Series C-2 preferred units in exchange for gross proceeds of $252.8 million, $51.7 million and $17.2 million, respectively. The preferred unit issuance costs for the Series C, C-1 and C-2 preferred units were $6.9 million, $1.4 million, and $0.5 million, respectively. Additionally, in December 2020, the Company sold and issued an aggregate of 270,387 units of Series C-1 preferred units to a certain director of the Company in exchange for gross proceeds of $0.5 million.

On May 21, 2020, concurrent with the issuance of the D-1 Convertible Notes, the Company authorized the issuance of up to 150,000,000 Series D-1 preferred units and 300,000,000 Series D-2 preferred units. As of December 31, 2020, no Series D-1 or D-2 preferred units were issued and outstanding. See more information regarding the issuance of the D-1 Convertible Notes in Note 9 - Debt.

The Company classifies its issued Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, Series C-2 preferred units, Series D-1 preferred units and Series D-2 preferred units (collectively the “Redeemable Convertible Preferred Units”) as temporary equity within the Company’s consolidated balance sheets because the instruments contain redemption and liquidation rights that are not solely within control of the Company. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company adjusts the carrying values of the Redeemable Convertible Preferred Units to their maximum redemption values at the end of each reporting period. The Company recorded adjustments of $42.2 million, $202.4 million, $(13.4) million, and $426.1 million, to measure its Redeemable Convertible Preferred Units to their maximum redemption values during the years ended December 31, 2019 and 2020, and the three months ended March 31, 2020 and 2021 (unaudited), respectively.

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Vacasa Holdings LLC (“LLC Agreement”), the rights, preferences and privileges of the holders of the Company’s Redeemable Convertible Preferred Units at December 31, 2020 are as follows:

Each holder of a preferred unit shall have the right to one vote, for each common unit into which such redeemable convertible preferred unit is then convertible, on any matter requiring approval of such units. Except as provided by law or the provisions of the Company’s LLC Agreement, the holders of the redeemable convertible preferred units and holders of common units shall vote together on all matters as a single class.

The Company’s board consists of up to 8 members. The holders of the redeemable convertible preferred units and common units currently have the right to select the Company’s Board of Managers (the “Board) as follows:

The holders of the Redeemable Convertible Preferred Units are entitled to receive a preferred return ("Preferred Return") accruing on such preferred unit on a daily basis, from the date of issuance at the rate of 5% per annum on the applicable preferred unit issue price and shall be compounded annually.

In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or “Deemed Liquidation Event” (as defined below) (collectively, a “Liquidation Event”), after payment of, or other adequate provision for, the debts and obligations of the Company, the Company will distribute the net proceeds or assets available for distribution, whether in cash or in other property, to the holders of the Redeemable Convertible Preferred Units before payment to the holders of the common units or vested employee equity units, subject to a participation threshold. On a Liquidation Event, the holders of redeemable convertible preferred units are entitled to be paid an amount equal to the total unpaid Preferred Return on each preferred unit held by each holder and, following payment of the Preferred Return, holders of Redeemable Convertible Preferred will be entitled to receive their applicable original issue price per preferred unit. Following payment of the Preferred Return and original issue price, holders of Redeemable Convertible Preferred Units, common units and vested employee equity units (subject to achievement of the applicable participation threshold), will be entitled to receive a payment catch up to the highest Preferred Return payment received by a holder (the "Preferred Return Catch-up"). In the event the Company has insufficient assets to pay the holders of units of Redeemable Convertible Preferred Units the full liquidation preference, the holders of Redeemable Convertible Preferred Units would be paid ratably in proportion to the full amounts to which they would otherwise be entitled. Any assets of the Company remaining after payment of the above liquidation preference to the holders of Redeemable Convertible Preferred Units will be distributed to holders of Redeemable Convertible Preferred Units, common units, and vested employee equity units in accordance with the Company’s LLC Agreement.

A “Deemed Liquidation Event” means (A) any merger, consolidation, recapitalization or sale of the Company, transfer or issuance of units or other transaction or series of related transactions, in each case, in which the members immediately prior to such transaction or permitted holders do not own and control a majority of the voting power represented by the outstanding equity of the surviving entity after the closing of such transaction; (B) the sale, distribution, lease, transfer, exclusive license or other disposition by the Company or any subsidiary of the Company of all or substantially all the assets of the company and its Subsidiaries taken as a whole, or the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries; (C) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; or (D) any bankruptcy or insolvency admission or proceeding.

Each redeemable convertible preferred unit is convertible, at the option of the holder, into common units as determined by dividing the redeemable convertible preferred units issue price per unit by the conversion price in effect at the time of conversion. The conversion price for each of the Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, and Series C-2 preferred units, giving effect to the issuance and sale of the senior secured convertible D-1 notes, is $1.00, $1.3883, $1.8090, $2.3281, $1.6870, and $1.7939 per unit. The conversion price for each class of redeemable convertible preferred units is subject to adjustments for any subdivision or combination of common units, reclassification, exchange and substitution of the redeemable convertible preferred units into the same or a different number of securities, and applicable dilutive issuances, in effect on the date of the conversion. However, any adjustments made to the conversion price of the redeemable convertible preferred units may be waived either prospectively or retroactively and either generally or in a particular instance, by written consent of holders of 55% or more of the respective series of redeemable convertible preferred units then issued and outstanding, voting together as a single class, on an as-converted basis.

Under the terms of the Company’s LLC Agreement, Redeemable Convertible Preferred Units shall automatically be converted into common units upon the occurrence of specific events, including a firm commitment underwriting public offering (“Qualified Public Offering”) with aggregate net proceeds of not less than $100,000,000 and the price offered for each Series C preferred unit, is at least equal to one and one-half multiplied by the Series C preferred issue price (subject to adjustments for distributions, splits, combinations and similar events) or (ii) the written consent of the holders of a majority of the outstanding units of such series of redeemable convertible preferred units.

Certain investors holding the majority of the Series B preferred units, Series B-2 preferred units, and Series C preferred units hold the right to elect to require the Company to redeem all or a portion of such units by providing written request delivered any time on or after October 22, 2022 and such time as no senior secured convertible D-1 and D-2 notes remain outstanding. The same right will be held by the Series D-1 and D-2 preferred units, if any senior secured convertible D-1 and D-2 notes are converted. Such election is to be made in writing by the holders of the respective redeemable convertible preferred units, detailing the number of Series B preferred units, Series B-2 preferred units, Series C preferred units, Series D-1 preferred units, and Series D-2 preferred units to be redeemed (“Redemption Triggering Notice”). Upon delivery of a Redemption Trigger Notice by the holders of redeemable convertible preferred units with redemption rights, each holder of Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, and Series C-2 preferred units, Series D-1 preferred units and Series D-2 preferred units can elect to redeem all or a portion of the holder’s preferred units on a pari passu basis with the Series B preferred units, Series B-2 preferred units, Series C preferred units, Series D-1 preferred units and Series D-2 preferred units initially redeemed ("tag along rights"). After the initial redemption, each redeemable convertible preferred unit holder could require the Company to redeem, out of all available assets of the Company, all or a portion of the redeemable convertible preferred units held by such preferred unit holder which had not been converted into common units in accordance with the terms of the agreement. The Company shall redeem the respective redeemable convertible preferred units by paying in cash the amount equal to or greater of the preferred unit issue price plus an amount equal to the preferred unpaid return and the fair market value in respect of such redeemable convertible preferred unit. The Redeemable Convertible Preferred Units have been adjusted to their maximum redemption value at the end of each reporting period.

In connection with the termination of the Company’s Facility B Convertible Term Loan, on November 6, 2019, the Company issued Series A preferred unit warrants (the “Series A Preferred Unit Warrants”), which allowed the holder to purchase 5,000,000 units of the Company’s Series A preferred units with an exercise price of $1.00 per Series A preferred unit. The warrants had an expiration date of September 30, 2020. The fair value of the warrants on the issuance date of $2.1 million was recorded as a loss on debt extinguishment with a corresponding amount recorded to Accrued expenses and other current liabilities in the consolidated balance sheets. The warrants were initially recorded as a warrant derivative liability due to the underlying Series A preferred units being classified as temporary equity and measured at fair value each reporting date. The warrants are measured at fair value each period with changes in fair value recorded in Other income (expense), net in the consolidated statements of operations. On September 2, 2020, the Series A Preferred Unit Warrants were cashless exercised for 3,107,279 Series A preferred units. Upon exercise, the Company reclassified the related warrant derivative liability to the Series A preferred unit balance in temporary equity on the consolidated balance sheet.

As of December 31, 2020, the Company is authorized to issue 3,250,000,000 common units. As of December 31, 2019 and 2020, and March 31, 2021 (unaudited), the Company had 176,824,152, 176,824,152, and 176,889,152 of common units are issued and outstanding at the end of each period. Each common unit entitles the holder to one vote on all matters subject to vote by the unit holders.

On September 9, 2015, the Company issued an investor, in connection with a borrowing arrangement, common unit warrants to purchase 937,077 common units at an exercise price of less than $0.01 per unit. Additionally, on March 28, 2017, the Company issued the investor additional common unit warrants to purchase up to an additional 1,086,000 of common units at an exercise price of $0.01 per unit. The common unit warrants expire on September 9, 2022 and March, 28, 2026, respectively. These warrants are classified within permanent equity. Upon expiration or other certain events, these warrants will automatically convert into common units, as stipulated in the warrant agreement.

On December 31, 2015, the Company issued a certain investor, in connection with the issuance of the Series A preferred units, common unit warrants to purchase 5,430,000 common units at an exercise price of less than $0.01 per unit. The common unit warrants expire on December 31, 2025. These warrants are liability classified under ASC 815-40, Contracts in Entity’s Own Equity, as the warrants contain certain provisions that result in the holder receiving additional common units upon exercise as a result of the Company issuing any equity securities after the initial issuance of the warrants. The warrant derivative liability is recorded in Accrued expenses and other current liabilities on the consolidated balance sheets. The warrants will continue to be measured at fair value each period until exercised. If the Holder has not exercised the warrants prior to the closing of a Deemed Liquidation Event or an initial public offering or as of the expiration date, then the Warrants will be deemed to be exercised in full through a cashless exercise, in which case the holder would receive upon such exercise the net number of common units, determined taking into account the fair market value of the common unit, exercise price of warrants, and the number of common units that would be issuable upon exercise of the warrants.

In 2016, the Company adopted the Vacasa LLC 2016 Equity Compensation Incentive Plan (the “2016 plan”). A total of 20,000,000 common units are reserved for issuance under the 2016 plan. As of December 31, 2020, 6,655,486 common units remained available for issuance under the 2016 plan. The 2016 plan provides for the issuance of unit appreciation rights (“UARs”) and incentive units. Upon completion of the Reorganization on May 21, 2020 described in Note 2 - Significant accounting policies, the 2016 plan and all outstanding awards granted under the 2016 plan were assumed by the Company. The plan was renamed to the Vacasa Holdings LLC 2016 Equity Compensation Incentive Plan. No changes were made to the terms of the granted awards assumed under the 2016 plan.

Unit appreciation rights (“UARs”) represent the right to receive the gain in the fair market value of a common unit of the Company between the grant date of the UAR and the exercise date for the number of units to which the right is exercised. Upon exercise, at the discretion of the Company, the increase in fair value may be paid in the combination of cash (or cash equivalents), common units, or other property. The Company accounts for the awards as equity awards, as the Company has the intent and ability to settle such awards in common units.

The UARs vest upon the satisfaction of both a service-based and a liquidity-event performance-based requirement. The service-based vesting condition for the awards is generally satisfied over four years. The liquidity-based vesting condition is satisfied upon (i) a change in control or (ii) six (6) months following an initial public offering (IPO) as defined in the Company’s incentive plan. The UARs vest on the first date upon which both the service-based and liquidity-event performance-based requirements are satisfied. To exercise a UAR, the holder must provide notice of exercise in accordance with the award agreement. The UARs have a term of 10 years from the date of grant. The Company accounts for forfeitures as they occur.

As of December 31, 2019 and 2020 and March 31, 2021 (unaudited), the Company concluded that the liquidity-event performance-based vesting condition had not been met nor was it probable of being satisfied. As a result, the Company has not recorded any equity-based compensation expense to date for any UARs with a liquidity-event performance-based vesting condition. In the period in which the liquidity-event performance-based condition becomes probable, the Company will record a cumulative catch-up expense for the service period completed to such date and will begin recording equity-based compensation expense using the accelerated attribution method, net of forfeitures, based on the grant-date fair value of the UARs for awards where the service period is not complete. As of December 31, 2020 and March 31, 2021 (unaudited), total unrecognized equity-based compensation expense for the UAR awards with both a liquidity-event performance-based vesting condition and service-based vesting condition was $0.6 million and $1.0 million, respectively. The unrecognized equity-based compensation will be recognized upon both the liquidity-event performance-based vesting conditions and service-based conditions being met.

The fair value of the UARs granted have been estimated using an option-pricing model with the following assumption ranges:

The following table summarizes information regarding UARs granted during each period:

On May 21, 2020, the Company’s board of directors formed Vacasa Employee Holdings LLC (“Employee Holdings LLC”) which was established to issue profit interest units to certain executives and board members in Employee Holdings LLC. A total of 60,000,000 profit interest units were initially reserved for issuance. As of December 31, 2020 and March 31, 2021 (unaudited), 25,958,026 and 21,411,801 Employee Equity Units remained available for issuance, respectively. When profit interest units of Employee Holdings LLC are issued to certain employees and board members of the Company, the Company issues a corresponding profit interest unit in the form of Employee Equity Units to Employee Holdings LLC. The cancellation or forfeiture of any Employee Holdings’ profit interest units automatically results in a decrease in an equal number of the Company’s Employee Equity Units. The Company accounts for forfeitures as they occur. A holder of a vested profit interest unit participates in excess earnings of the Company above the established participation threshold per the amended and restated LLC agreement of the Company.

Employee Equity Units are subject to a time-based vesting condition. The time-based vesting condition is generally over four years with 25% vesting on the one year anniversary of the vesting commencement date of the award, followed by 1/48th of the remaining units vesting monthly over three years. The fair value of each grant was estimated on the date of the award using an option pricing model with the following assumption ranges:

As of December 31, 2020 and March 31, 2021 (unaudited), there was $5.6 million and $12.4 million of unrecognized compensation expense related to unvested Employee Equity Units, which is expected to be recognized over a weighted-average period of 2 years and 3.1 years respectively.

As noted above, the Company estimated the fair value of the Employee Equity Units on the date of grant using an option pricing model which uses the expected option term, unit price volatility and the risk-free interest rate. The expected option term assumption reflects the period for which the Company believes the awards will remain outstanding. The Company's computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the award. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant.

The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. The Company recorded equity-based compensation expense for the periods presented in the consolidated statements of operations as follows (in thousands):

The Company uses the two-class method when computing net loss per common unit as the Company's redeemable convertible preferred units meet the definition of a participating security. The two-class method determines net loss per common unit and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common unit holders for the period to be allocated between common unit and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Accordingly, in periods in which the Company reports a net loss or a net loss attributable to common units resulting from preferred unit dividends, net losses are not allocated to participating securities. The Company reported a net loss attributable to common unit holders for all periods presented.

Basic net loss per common unit is computed by dividing the net loss attributable to common unit holders by the weighted-average number of units of common units outstanding for the period. The diluted net loss per common unit is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per unit attributable to common unit holders is the same as basic net loss per unit attributable to common unit holders, because potentially dilutive common units are anti-dilutive.

The following table presents the calculation of basic and diluted net loss per unit (in thousands, except per unit data):

As of December 31, 2019 and 2020 and March 31, 2020 and 2021 (unaudited), UARs to be settled in up to 17,358,445, 13,344,514, 15,556,598 and 13,492,410 common units were excluded from the table below because the units are subject to performance conditions that were not archived as of this date. The following outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit for the periods presented because their effect would have been anti-dilutive (in thousands):

The Company’s operations are subject to dynamic regulatory laws, varying by jurisdiction. In addition, the Company has been and is currently a party to various legal proceedings, including employment and general litigation matters, which arise in the ordinary course of business. Such proceedings and claims can require the expenditure of significant company resources, both financial and operational.

The Company’s core business operations consist of the management of short-term vacation rental stays, with such operations subject to local city and county ordinances, together with various state, U.S. and foreign laws, rules and regulations. Such laws are complex and subject to change, and in several instances, jurisdictions have yet to codify or implement applicable laws. Other ancillary components of the Company’s business activities include the management of long-term rental stays, HOA management and real estate activity. In addition to laws governing the aforementioned business lines, the Company must comply with laws in relation to travel, tax, privacy and data protection, intellectual property, competition, health and safety, consumer protection, employment and many others. These business operations expose the Company to inquiries and potential claims related to its compliance with applicable laws and regulations. Given the shifting landscape with respect to the short-term rental laws, changes in law or the implementation of new laws could have a material impact on the Company’s business.

Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. The Company collects and remits Lodging Taxes in around 1,000 jurisdictions on behalf of its hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 day period following the end of each month, quarter, or year end.

As of December 31, 2019 and 2020 and March 31, 2021 (unaudited), the Company had an obligation to remit Lodging Taxes collected from guests who had stayed in these jurisdictions totaling $5.3 million, $9.1 million, and $13.0 million, respectively. These payables are recorded in Hospitality and sales taxes payable on the consolidated balance sheets.

The Company’s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines, or any tax authority asserts, that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions or by the introduction of new ordinances and taxes which subject the Company’s operations to such taxes. The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its homeowners, guests, and service contracts. The disputes involve the applicability of transactional taxes (such as sales, value-added, information reporting, and similar taxes) to services provided. The Company has estimated liabilities in a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where management believes it is probable that the Company has additional liabilities, and the related amounts can be reasonably estimated. As of December 31, 2019 and 2020 and March 31, 2021 (unaudited), accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $2.8 million, $7.6 million, and $7.5 million, respectively. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded.

The Company has been and is currently involved in litigation and legal proceedings and subject to legal claims in the ordinary course of business. These include legal claims asserting, among other things, commercial, competition, tax, employment, pricing, discrimination, consumer, personal injury, and property rights. As of December 31, 2020, March 31, 2021 (unaudited), and as of the filing of these financial statements, the Company was not involved in any material legal proceedings.

In the future, we may become party to additional legal proceedings that may subject the Company to monetary damage awards, fines, penalties, and/or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.

The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are not material to the Company’s consolidated financial statements. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred.

The Company offers an Accommodations Protection Program (the "Program") that covers the Company and the homeowner for up to $1 million per occurrence for liability arising from bodily injury or property damage suffered by a guest or a guest’s invitees at a vacation rental property managed by the Company. The Program also covers up to $1 million per occurrence for guest-caused damage to a covered property and up to $20,000 per occurrence for damage to contents. Program coverage applies only to covered incidents that occur during the period of a confirmed rental reservation for the property that is booked through the Company. The Program is administered by a third-party insurer under a commercial liability insurance policy and is subject to the policy terms and Program rules that are in effect at the time of an occurrence. The Program includes various market-standard conditions, limitations, and exclusions. Homeowners who sign a new vacation rental services agreement with the Company are automatically enrolled in the Program and charged a fixed amount per night of each confirmed vacation rental stay. A homeowner may opt out of the Program at any time by obtaining insurance coverage that covers use of the home as a vacation rental and completing an opt-out form. If an owner opts out of the Program, the homeowner's insurance policies become primary for all occurrences and incidents that happen in or about the home.

As a matter of ordinary course, the Company provides indemnification clauses in commercial agreements where appropriate, in accordance with industry standard. As a result, the Company may be obligated to indemnify third parties for losses or damages incurred in connection with the Company’s operations or its non-compliance with contractual obligations. Additionally, the Company has entered into indemnification agreements with its officers and directors and its operating agreement contains certain indemnification obligations for officers and directors. It is not possible to determine the aggregate maximum potential loss pursuant to the aforementioned indemnification provisions and obligations due to the unique facts and circumstances involved in each particular situation.

The Company has evaluated subsequent events through May 12, 2021, which represents the date the annual consolidated financial statements were available for issuance.

On April 1, 2021, the Company completed the strategic acquisition of TurnKey Vacation Rentals, Inc. (“TurnKey”), a provider of property management and marketing services for residential real estate owners in the United States. The acquisition of TurnKey expands the Company’s footprint of vacation properties under management in current and adjacent markets. Pursuant to the acquisition agreement, the Company acquired the operations of TurnKey for cash consideration of $45 million and common units with a fair value of approximately $405 million. The purchase price is subject to adjustment for certain working capital adjustments and post-closing adjustments. The Company will account for this acquisition in accordance with ASC 805, Business Combinations, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the acquisition. The initial accounting and fair value measurements of the purchase consideration transferred, assets acquired, and liabilities assumed necessary to develop the purchase price allocation are not yet completed. The Company expects to record a material amount of intangible assets, primarily homeowner contracts, and goodwill in the second quarter of 2021.

On April 1, 2021, the Company amended and restated its limited liability company agreement ("LLC agreement") to create new classes of common units including Class A common units, Class B common units and Class C common units. Additionally the Company created Class B Employee Equity Units and Class C Employee Equity Units. The Company is authorized to issue 161,518,057 of Class A common units, 3,250,000,000 Class B common units, 60,000,000 Class B Employee Equity Units, zero Class C common units, and 21,411,801 Class C Employee Equity Units. The Company’s previously outstanding common units and Employee Equity Units were converted into Class B common units and Class B Employee Equity Units on a 1:1 basis. No changes were made to the total number of authorized and outstanding convertible redeemable preferred units, common unit warrants or UARs outstanding. The Company’s Redeemable Convertible Preferred Units, common unit warrants and UARs will convert into Class B common units. The historical investors of TurnKey received 161,518,057 Class A common units in connection with the business acquisition described above. Each Class A, Class B and Class C common unit entitles the holder to one vote on all matters subject to vote by the unit holders. The Company’s Redeemable Convertible Preferred Units vote on an as-converted basis with the Class A, Class B and Class C common units.

Additionally, upon closing of the TurnKey acquisition, the Company amended its LLC agreement to remove the redemption provisions that allowed the holders of the majority of the Company’s redeemable convertible preferred units to require the Company to redeem all or a portion of such units for cash or other assets of the Company on or after October 22, 2022 and such time as no senior secured convertible D-1 and D-2 notes remain outstanding. As a result of the modification, the Company’s convertible redeemable preferred units will no longer be recorded at their maximum redemption value at the end of each reporting period. The Company will continue to record the convertible redeemable preferred units in temporary equity due to liquidation rights that are not solely in control of the Company.

The Company has evaluated for additional subsequent events after May 12, 2021 through June 11, 2021, the date the unaudited interim consolidated financial statements were available for issuance.


Cayman Islands	001-40319	98-1574632
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

301 Commerce St., Suite 3300 Fort Worth, TX		76102
(Address of principal executive offices)		(Zip Code)

Exhibit No.		Description of Exhibits
99.1		Press Release, dated July 29, 2021.
99.2		Investor Presentation, dated July 29, 2021.
99.3		Audited financial statements of Vacasa and its subsidiaries as of and for the fiscal year ended December 31, 2019 and 2020 and the unaudited interim financial statements of Vacasa and its subsidiaries as of and for the fiscal quarter ended March 31, 2021.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

	TPG PACE SOLUTIONS CORP.

Date: July 29, 2021	By:	/s/ Eduardo Tamraz
	Name:	Eduardo Tamraz
	Title:	President

	●	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, 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.

Index to Consolidated Financial Statements
			Page
Independent Auditors' Report			2
Consolidated Balance Sheets			3
Consolidated Statements of Operations and Comprehensive Loss			4
Consolidated Statement of Cash Flows			6
Consolidated Statement of Changes in Redeemable Convertible Preferred Units and Members' Deficit			7
Index to Notes to Consolidated Financial Statements			9

	As of December 31,						As of March 31,
		2019			2020			2021
								(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	144,205		$	218,484		$	290,282
Restricted cash		65,284			72,528			135,149
Accounts receivable, net		19,486			10,161			13,140
Prepaid expenses and other current assets		13,409			10,191			14,994
Total current assets		242,384			311,364			453,565
Property and equipment, net		71,327			65,087			62,617
Intangibles, net		92,794			77,426			87,159
Goodwill		115,914			121,487			125,963
Other long-term assets		21,883			11,888			11,807
Total assets	$	544,302		$	587,252		$	741,111
Liabilities, Redeemable Convertible Preferred Units, and Members' Deficit
Current liabilities:
Accounts payable	$	19,125		$	15,648		$	28,859
Funds payable to owners		107,657			92,707			185,905
Hospitality and sales taxes payable		16,339			20,721			40,816
Deferred revenue		58,862			49,992			118,533
Future stay credits		—			35,140			26,496
Accrued expenses and other current liabilities		39,319			44,022			57,261
Total current liabilities		241,302			258,230			457,870
Long-term debt, net of current portion		782			111,689			113,617
Other long-term liabilities		22,328			22,204			23,185
Total liabilities	$	264,412		$	392,123		$	594,672
Commitments and contingencies (Note 12)
Redeemable convertible preferred units; units authorized of 294,616,251 as of December 31, 2019 and 744,886,638 as of December 31, 2020 and March 31, 2021 (unaudited), respectively; units issued and outstanding of 264,310,388 as of December 31, 2019 and 267,688,054 as of December 31, 2020 and March 31, 2021 (unaudited), respectively; aggregate liquidation preference of $544,773, $572,011, and $579,161 as of December 31, 2019, December 31, 2020, and March 31, 2021 (unaudited), respectively		565,005			771,979			1,198,080
Members' deficit:
Common units; no par value, units authorized of 500,890,000 as of December 31, 2019 and 3,250,000,000 as of December 31, 2020, and March 31, 2021 (unaudited), respectively; 176,824,152 common units issued as of December 31, 2019 and 2020, and 176,889,152 common units issued as of March 31, 2021 (unaudited), respectively		—			—			—
Additional paid-in capital		—			—			—
Accumulated deficit		(285,669	)		(577,091	)		(1,051,577	)
Accumulated other comprehensive income (loss)		554			241			(64	)
Total members' deficit		(285,115	)		(576,850	)		(1,051,641	)
Total liabilities, redeemable convertible preferred units and members' deficit	$	544,302		$	587,252		$	741,111

	Year ended December 31,						Three Months Ended March 31,
	2019			2020			2020			2021

							(unaudited)
Revenue	$	299,281		$	491,760		$	113,389		$	129,418
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below		164,466			256,086			62,790			75,626
Operations and support		78,782			116,192			31,400			30,336
Technology and development		16,929			27,030			8,546			7,496
Sales and marketing		70,584			79,971			26,715			25,540
General and administrative		36,289			57,587			12,345			21,423
Depreciation		5,705			15,483			3,610			4,065
Amortization of intangible assets		7,984			18,817			4,781			4,725
Total operating costs and expenses		380,739			571,166			150,187			169,211
Loss from operations		(81,458	)		(79,406	)		(36,798	)		(39,793	)
Interest income		1,050			385			335			13
Interest expense		(1,186	)		(7,907	)		(219	)		(2,831	)
Other income (expense), net		(3,354	)		(5,725	)		(333	)		(6,721	)
Loss before income taxes		(84,948	)		(92,653	)		(37,015	)		(49,332	)
Income tax benefit		(76	)		(315	)		(79	)		(39	)
Net loss	$	(84,872	)	$	(92,338	)	$	(36,936	)	$	(49,293	)
Remeasurement of redeemable convertible preferred units		42,186			202,433			(13,439	)		426,101
Net loss attributable to common unit holders	$	(127,058	)	$	(294,771	)	$	(23,497	)	$	(475,394	)

Net loss attributable to common unit holders	$	(127,058	)	$	(294,771	)	$	(23,497	)	$	(475,394	)
Other comprehensive income (loss):
Foreign currency translation adjustments	$	939		$	(313	)	$	245		$	(305	)
Comprehensive loss	$	(126,119	)	$	(295,084	)	$	(23,252	)	$	(475,699	)

	Year ended December 31,						Three Months Ended March 31,
	2019			2020			2020			2021

							(unaudited)
Cash from operating activities:
Net loss	$	(84,872	)	$	(92,338	)	$	(36,936	)	$	(49,293	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Bad debt expense		1,272			6,403			943			1,946
Depreciation		5,705			15,483			3,610			4,065
Amortization of intangible assets		7,984			18,817			4,781			4,725
Deferred income taxes		(77	)		(556	)		(139	)		(225	)
Other gains and losses		727			(36	)		413			(476	)
Fair value adjustment on warrant derivative liabilities		931			6,636			(331	)		6,638
Loss on debt extinguishment		2,136			—			—			—
Non-cash interest expense		135			5,145			9			1,928
Equity-based compensation expense		69			3,349			—			843
Change in operating assets and liabilities:
Accounts receivable		(7,246	)		2,295			784			(4,919	)
Prepaid expenses and other assets		(10,836	)		13,384			543			(4,714	)
Accounts payable		(16,748	)		(3,491	)		(4,336	)		13,212
Funds payable to owners		31,652			(17,250	)		(16,598	)		89,785
Hospitality and sales taxes payable		1,961			3,952			62			19,339
Deferred revenue and future stay credits		19,386			24,980			12,312			57,874
Accrued expenses and other liabilities		12,365			10,800			2,279			3,382
Net cash provided by (used in) operating activities		(35,456	)		(2,427	)		(32,604	)		144,110
Cash from investing activities:
Purchases of property and equipment		(4,528	)		(1,619	)		(983	)		(626	)
Proceeds from sale of property and equipment		2,321			—			—			—
Cash paid for internally developed software		(16,940	)		(7,856	)		(3,277	)		(1,005	)
Cash paid for business combinations, net of cash acquired		(115,037	)		(3,519	)		(1,809	)		(3,965	)
Other investing activities		(225	)		323			—			—
Net cash used in investing activities		(134,409	)		(12,671	)		(6,069	)		(5,596	)
Cash from financing activities:
Cash paid for business combinations		(9,131	)		(9,461	)		(3,572	)		(4,046	)
Proceeds from issuance of long-term debt		—			115,931			—			—
Payments on long term debt		(5,125	)		(10,169	)		(25	)		—
Proceeds from issuance of preferred units, net of issuance costs		313,038			500			—			—
Other financing activities		—			(339	)		(70	)		(30	)
Net cash provided by (used in) financing activities		298,782			96,462			(3,667	)		(4,076	)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash		12			159			(535	)		(19	)
Net increase (decrease) in cash, cash equivalents and restricted cash		128,929			81,523			(42,875	)		134,419
Cash, cash equivalents and restricted cash, beginning of period		80,560			209,489			209,489			291,012
Cash, cash equivalents and restricted cash, end of period	$	209,489		$	291,012		$	166,614		$	425,431

Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds	37	188	41	31
Cash paid for interest	1,141	1,280	325	177
Issuance of common units for consideration in a business combination	1,172	—	—	—

	Redeemable Convertible Preferred Units			Common Units				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Members' Deficit
	*Units*		*Amount*	*Units*		*Amount*		*Amount*			*Amount*			*Amount*			*Amount*
Balance as of December 31, 2018	131,932,428	$	209,781	172,597,788	$	—	$	—		$	(385	)	$	(164,908	)	$	(165,293	)
Cumulative effect from adoption of ASU 2014-09														5,056			5,056
Issuance of Series C redeemable convertible preferred units, net of issuance costs	95,686,490		245,912														—
Issuance of Series C-1 redeemable convertible preferred units, net of issuance costs	27,985,068		50,344														—
Issuance of Series C-2 redeemable convertible preferred units, net of issuance costs	8,706,402		16,782														—
Issuance of common units for consideration in a business combination				4,226,364				1,172									1,172
Equity-based compensation								69									69
Remeasurement of redeemable convertible preferred units			42,186					(1,241	)					(40,945	)		(42,186	)
Foreign currency translation adjustments											939						939
Net Loss														(84,872	)		(84,872	)
Balance as of December 31, 2019	264,310,388	$	565,005	176,824,152	$	—	$	—		$	554		$	(285,669	)	$	(285,115	)
Issuance of Series C-1 redeemable convertible preferred units, net of issuance costs	270,387		500														—
Exercise of Series A preferred unit warrant	3,107,279		4,041														—
Equity-based compensation								3,349									3,349
Remeasurement of redeemable convertible preferred units			202,433					(3,349	)					(199,084	)		(202,433	)
Foreign currency translation adjustments											(313	)					(313	)
Net Loss														(92,338	)		(92,338	)
Balance as of December 31, 2020	267,688,054	$	771,979	176,824,152	$	—	$	—		$	241		$	(577,091	)	$	(576,850	)

Index to Notes to Consolidated Financial Statements
		Page
Note 1:	Description of Business	10
Note 2:	Significant Accounting Policies	10
Note 3:	Acquisitions	19
Note 4:	Fair Value Measurements	22
Note 5:	Property and Equipment, net	23
Note 6:	Intangible Assets, net and Goodwill	24
Note 7:	Leases	25
Note 8:	Accrued Expenses and Other Current Liabilities	26
Note 9:	Debt	26
Note 10:	Income Taxes	28
Note 11:	Redeemable Convertible Preferred Units and Equity	30
Note 12:	Equity-based Compensation	34
Note 13:	Net Loss Per Common Unit	37
Note 14:	Commitments and Contingencies	38
Note 15:	Subsequent Events	39
Note 16:	Subsequent Events (Unaudited)	40

	Years ended December 31,				Three Months Ended March 31,
	2019		2020		2020		2021

					(unaudited)
Vacation rental platform	$	289,720	$	454,476	$	103,889	$	118,213
Other services	9,561		37,284		9,500		11,205
Total	$	299,281	$	491,760	$	113,389	$	129,418

	Fair Value
Cash consideration paid to Wyndham Destinations, Inc.	$	156,404
Fair value of Vacasa's common stock units issued to Wyndham Destinations, Inc.		1,172
Total purchase consideration	$	157,576

	Amount
Cash	$	42,429
Other current assets		9,838
Property, plant, and equipment		35,539
Identifiable intangible assets		79,247
Other assets		1,201
Total assets acquired		168,254
Current liabilities		(62,553	)
Other liabilities		(2,677	)
Total liabilities assumed		(65,230	)
Net assets purchased		103,024
Goodwill		54,552
Total purchase consideration	$	157,576

	Estimated Useful Life	Fair Value
Trademarks and tradenames	2 years	$	5,500
Database and listings	5 years		14,540
Favorable leasehold interests	2 years		127
Homeowner contracts	10 years		59,080
Total identifiable intangible assets		$	79,247

	As of December 31, 2019
	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	10,422	$	10,422
Warrant derivative liabilities (Note 11)		—		—	$	3,950	$	3,950

	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	7,681	$	7,681
Warrant derivative liabilities (Note 11)		—		—		6,516		6,516

	As of March 31, 2021
	Level 1		Level 2		Level 3		Total

	(unaudited)
Liabilities
Contingent consideration	$	—	$	—	$	10,003	$	10,003
Warrant derivative liabilities (Note 11)		—		—	$	13,154	$	13,154

			As of December 31,						As of March 31,
	Useful lives (years)		2019			2020			2021
									(unaudited)
Land		Indefinite	$	11,612		$	11,612		$	11,612
Buildings and building improvements		12-35		9,063			9,084			9,085
Leasehold improvements		Shorter of estimated useful life or lease term		6,013			6,108			6,127
Computer equipment		3		6,518			7,376			7,792
Furniture, fixtures, and other		2-12		12,736			12,769			12,825
Vehicles		2-8		4,204			4,427			4,517
Internal-use software		4		30,271			38,150			39,098
Total				80,417			89,526			91,056
Less: Accumulated depreciation				(9,090	)		(24,439	)		(28,439	)
Property and equipment, net			$	71,327		$	65,087		$	62,617

	Weighted Average Useful		As of December 31, 2019
	Life Remaining (Years)		Gross carrying amount		Accumulated amortization			Net carrying amount
Homeowner contracts		9	$	79,600	$	(8,419	)	$	71,181
Databases, photos, and property listings		4		17,712		(3,020	)		14,692
Trade names		2		7,088		(1,370	)		5,718
Other¹		2		2,451		(1,248	)		1,203
Total intangible assets			$	106,851	$	(14,057	)	$	92,794

Year ending December 31:	Amount
2021	$	17,984
2022		14,852
2023		13,558
2024		7,728
2025		6,004
Thereafter		17,300
Total	$	77,426

	Operating Leases
2021	$	12,979
2022		10,617
2023		5,810
2024		5,006
2025		4,747
Thereafter		15,392
Total future minimum obligations	$	54,551

	As of December 31, 2019
		Units Authorized	Units Issued and Outstanding		Issuance Price Per Unit		Net Carrying Value		Aggregate Liquidation Preference
Series A		35,000	30,000	$	1.00	$	42,143	$	36,465
Series B		69,933	69,933		1.48		124,325		115,437
Series B-2		47,000	32,000		2.00		69,701		68,056
Series C		105,992	95,686		2.64		255,164		255,164
Series C-1		27,985	27,985		1.85		55,458		52,239
Series C-2		8,706	8,706		1.98		18,214		17,412
Total		294,616	264,310			$	565,005	$	544,773

	As of December 31, 2020
	Units Authorized		Units Issued and Outstanding		Issuance Price Per Unit		Net Carrying Value		Aggregate Liquidation Preference
Series A		35,000		33,107		1.00	$	68,334	$	38,288
Series B		69,933		69,933		1.48		175,416		121,209
Series B-2		47,000		32,000		2.00		94,261		71,459
Series C		105,992		95,686		2.64		330,071		267,922
Series C-1		28,256		28,256		1.85		78,656		54,850
Series C-2		8,706		8,706		1.98		25,241		18,283
Series D-1		150,000		—		—		—		—
Series D-2		300,000		—		—		—		—
Total		744,887		267,688			$	771,979	$	572,011

	As of March 31, 2021
	Units Authorized		Units Issued and Outstanding		Issuance Price Per Unit		Net Carrying Value		Aggregate Liquidation Preference

	(unaudited)
Series A		35,000		33,107		1.00	$	111,688	$	38,767
Series B		69,933		69,933		1.48		278,827		122,724
Series B-2		47,000		32,000		2.00		145,965		72,352
Series C		105,992		95,686		2.64		498,036		271,271
Series C-1		28,256		28,256		1.85		124,083		55,536
Series C-2		8,706		8,706		1.98		39,481		18,511
Series D-1		150,000		—		—		—		—
Series D-2		300,000		—		—		—		—
Total		744,887		267,688			$	1,198,080	$	579,161

Unit Appreciation Rights	Units (000s)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Balance as of December 31, 2019		17,358		$	1.07		7
Granted		2,451		$	1.13		10
Exercised		—		$	—		—
Forfeited or expired		(6,464	)	$	1.10		7
Balance as of December 31, 2020		13,345		$	1.07		7
Granted (unaudited)		328		$	1.44		10
Exercised (unaudited)		—		$	—		—
Forfeited or expired (unaudited)		(181	)	$	1.17		8
Balance as of March 31, 2021 (unaudited)		13,492		$	1.07		7

	Year Ended December 31,		Three Months Ended March 31,
	2020		2021
			(unaudited)
Expected volatility	36.2% - 45.6	%	45.6% - 55.0	%
Dividend yield	—	%	—	%
Expected term (in years)	2.3 - 3.1		0.6 - 2.3
Risk free rate	0.1% - 0.2	%	0.0% - 0.1	%
Marketability discount	23.4% - 39.7	%	23.4% - 26.6	%

	Number of Units (000s)			Weighted-Average Grant Date Fair Value
Unvested balance as of December 31, 2019		—		$	—
Units granted		34,042		$	0.26
Units vested		(14,272	)	$	0.23
Units forfeited or cancelled		—		$	—
Unvested balance as of December 31, 2020		19,770		$	0.29
Units granted (unaudited)		4,546		$	1.65
Units vested (unaudited)		(2,325	)	$	0.27
Units forfeited or cancelled (unaudited)		—		$	—
Unvested balance as of March 31, 2021 (unaudited)		21,991		$	0.57