425 1 tm2123628d49_425.htm 425


Filed by Vacasa, Inc. pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: TPG Pace Solutions Corp.

Commission File No.: 001-40319


TPG Pace Solutions Expected to Close Combination with Vacasa on December 6, 2021


Special Meeting of Stockholders to be Held on November 30, 2021; Business Combination
Expected to Close on December 6, 2021 Subject to Final Vote and the Satisfaction of Other

Customary Closing Conditions


Shares of the Combined Company Expected to Begin Trading on the NASDAQ under the ticker
"VCSA" on December 7, 2021


SAN FRANCISCO, Calif., (November 29, 2021) — TPG Pace Solutions Corp. (NYSE: TPGS), a publicly traded special purpose acquisition company, announced that subject to the approval of TPG Pace Solutions shareholders and the satisfaction of other customary closing conditions, it expects to complete its previously announced business combination with Vacasa, a leading vacation rental management platform in North America. A quorum of shareholders has thus far voted in favor of all proposals presented in the proxy, including closing the business combination with Vacasa. Therefore, the company anticipates receiving stockholder approval at its Special Meeting of Stockholders scheduled for November 30, 2021, and expects to close the transaction on December 6, 2021.


“The entire Vacasa team is excited to take the next step in our corporate journey to become a publicly traded company as we near the expected closing of our business combination with TPG Pace Solutions,” said Matt Roberts, CEO of Vacasa. “With the additional capital provided by the proposed business combination with TPG Pace Solutions, we intend to accelerate investments across our business aimed at increasing the number of homes and destinations on our platform and developing technology and products to further elevate the vacation rental experience for our homeowners, guests, and channel partners.”


“As a result of the strong bookings quarter-to-date, we are tracking ahead of our latest fourth quarter Revenue and Adjusted EBITDA guidance we provided during the third quarter earnings release and expect to finish the year in-line with the supply target we outlined when we announced the transaction with TPG Pace Solutions,” said Jamie Cohen, CFO of Vacasa. “Relatively higher occupancy during what has historically been a seasonally slower period for the business, combined with our ability to add supply to the platform, only furthers our confidence that we will finish ahead of our original full-year 2022 Revenue target. Since we announced the proposed business combination in July, we’ve delivered financial results well ahead of our targets driven by the ongoing consumer preference shift towards vacation rentals and outstanding execution by all of our team members.”





“While COVID-19 variant concerns have affected certain segments of the global travel industry over the past year, our domestic focus and whole home offering has insulated our business,” said Roberts. “We achieved record setting financial results in the third quarter of 2021, a period during which the Delta variant caused a significant increase of COVID-19 cases in the United States.”


Upon closing, the combined company is expected to trade on the Nasdaq under the ticker symbol “VCSA” beginning December 7, 2021.


The shareholder vote at the Extraordinary General Meeting (the “Special Meeting”) is scheduled to occur at 4:30 p.m. Eastern Time, on November 30, 2021, at https://www.cstproxy.com/tpgpacesolutions/2021 and at the offices of Weil, Gotshal & Manges LLP, located at 767 5th Avenue, New York, NY 10153.


Shareholders may withdraw any election to have their shares redeemed in connection with the business combination by contacting Continental Stock Transfer & Trust Company by 4:30 p.m. Eastern Time on November 30, 2021 and subject to Company approval by 5:00pm on December 3, 2021.


Important Information

Neither the SEC or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if the Registration Statement is accurate or adequate.


About Vacasa

Vacasa is the leading vacation rental management platform in North America, transforming the vacation rental experience by integrating purpose-built technology with expert local and national teams. Homeowners enjoy earning significant incremental income on one of their most valuable assets, delivered by the company’s unmatched technology that adjusts rates in real time to maximize revenue. Guests can relax comfortably in Vacasa’s 35,000+ homes across more than 400 destinations in North America, Belize and Costa Rica, knowing that 24/7 support is just a phone call away. In addition to enabling guests to search, discover and book its properties on Vacasa.com and the Vacasa Guest App, Vacasa provides valuable, professionally managed inventory to top channel partners, including Airbnb, Booking.com and Vrbo. In Summer 2021, Vacasa entered into an agreement to become a publicly traded company through a business combination with TPG Pace Solutions Corp. (NYSE: TPGS; “TPGS” or “TPG Pace Solutions”), a special purpose acquisition company (“SPAC”). Interested parties should refer to the definitive proxy statement/prospectus filed by Vacasa, Inc. with the U.S. Securities and Exchange Commission for important information regarding TPG Pace Solutions, Vacasa and the proposed business combination.





For more information, visit https://www.vacasa.com/press.


About TPG

TPG is a leading global alternative asset firm founded in San Francisco in 1992 with $108 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five multi-product platforms: Capital, Growth, Impact, Real Estate, and Market Solutions. TPG aims to build dynamic products and options for its clients while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. For more information, visit www.tpg.com or @TPG on Twitter.


About TPG Pace Group and TPG Pace Solutions

TPG Pace Group is TPG’s dedicated permanent capital platform. TPG Pace Group has a long-term, patient and highly flexible investor base, allowing it to seek compelling opportunities that will thrive in the public markets. TPG Pace Group has sponsored seven SPACs and raised more than $4.4 billion since 2015.


TPG Pace Solutions is a publicly listed (NYSE: TPGS) special purpose acquisition company, which raised approximately $285 million in order to seek an acquisition with a company in an industry that complements the experience and expertise of the TPG management team and TPG. For more information, visit https://www.tpg.com/pace-solutions.


Additional Information and Where to Find It

This Press Release is being made in connection with a proposed business combination involving Vacasa and TPGS. In connection with the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the SEC a registration statement on Form S-4, which has become effective. TPGS urges investors, shareholders, and other interested persons to read the definitive proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about TPGS, Vacasa, NewCo, and the business combination. Shareholders will be able to obtain a copy of the definitive proxy statement/prospectus, without charge, by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300, Fort Worth, TX 76102. The definitive proxy statement/prospectus can also be obtained without charge at the SEC’s website (www.sec.gov).


Participants in Solicitation

TPGS, NewCo, Vacasa, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPGS 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 TPGS’s executive officers and directors in the solicitation by reading TPGS’s initial public offering prospectus, which was filed with the SEC on April 9, 2021, the definitive proxy statement/prospectus relating to the business combination, which was filed with the SEC on November 10, 2021, and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, is set forth in the definitive proxy statement/prospectus relating to the business combination. Shareholders, potential investors, and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. Copies of these documents may be obtained for free from the sources indicated above.





Forward-Looking Statements

Certain statements made in this 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 TPGS’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 definitive agreement for the business combination between TPGS 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 TPGS or other reasons; (iv) the failure to meet the minimum cash requirements of the Business Combination Agreement due to TPGS shareholders’ redemptions and one or more defaults by the investors in the private placement that is being undertaken in connection with the business combination, and failing to obtain replacement financing; (v) costs related to the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (viii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (ix) the continuing or new effects of the COVID-19 pandemic on TPGS 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 TPGS and NewCo.


Additional information concerning these and other factors that may impact TPGS’s and Vacasa’s expectations and projections can be found in TPGS’s and NewCo’s periodic filings with the SEC and in the definitive proxy statement/prospectus filed with the SEC by NewCo. TPGS’s and NewCo’s SEC filings are available publicly on the SEC's website at www.sec.gov.


The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPGS nor Vacasa undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.





No Offer or Solicitation

This Press Release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This Press Release also does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.


No Assurances

There can be no assurance that the transactions described herein will be completed, nor can there be any assurance, if such transactions are completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transactions, copies of which have been filed as exhibits to the Current Report on Form 8-K filed by TPGS with the SEC on August 3, 2021.