Vacasa announces the filing of the registration statement on Form S-4 as part of its proposed business combination with TPG Pace Solutions Corp. | Business and finance

PORTLAND, Oregon – (BUSINESS WIRE) – Aug 13, 2021–

Vacasa, the leading vacation rental management platform in North America, today announced that Vacasa, Inc. has filed with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement / preliminary prospectus. , as part of its previously announced business combination with TPG Pace Solutions Corp. (NYSE: TPGS) (“TPG Pace Solutions”). The registration statement provides important information about TPG Pace Solutions, Vacasa and the proposed business combination, but has not yet been declared effective by the SEC and is subject to change.

The Class A common shares of TPG Pace Solutions are currently traded on the New York Stock Exchange under the symbol “TPGS”. Upon closing of the transaction, the combined company is expected to be listed on the stock exchange under the ticker symbol “VCSA”. The transaction, which has been approved by the board of directors of TPG Pace Solutions, is expected to be finalized as soon as possible, subject to the approval of the shareholders of TPG Pace Solutions, of the entry into force of the registration statement. and other customary closing conditions. .

Vacasa is the leading vacation rental management platform in North America, transforming the vacation rental experience by integrating specially designed technology with local and national teams of experts. Homeowners enjoy significant additional income on one of their most valuable assets, thanks to Vacasa’s unmatched technology that adjusts rates in real time to maximize revenue. Customers can comfortably relax in more than 30,000 Vacasa homes in 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 customers to search, explore and book their properties on Vacasa.com and the Vacasa Guest app, Vacasa provides valuable and professionally managed inventory to major channel partners including Airbnb, Booking.com and Vrbo.

Additional information and where to find it

This press release is made as part of a business combination project involving Vacasa and TPG Pace Solutions. In connection with the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the SEC a registration statement on Form S-4 which includes a preliminary proxy statement for the shareholders of TPG Pace Solutions, which constitutes also a preliminary prospectus from NewCo. TPG Pace Solutions urges investors, shareholders and others to read the proxy statement / preliminary prospectus as well as other documents filed with the SEC (including, where available, the proxy statement / final prospectus. ) because these documents will contain important information about TPG Pace Solutions, Vacasa, NewCo and the business combination. After the declaration of entry into force of the registration statement, the proxy circular / final prospectus to be included in the registration statement will be mailed to the shareholders of TPG Pace Solutions on a registration date to be established for the vote on the proposed business combination. Shareholders may also obtain a copy of the Proxy Circular / Prospectus, free of charge, by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300, Fort Worth, TX 76102. The Proxy Circular of proxies / preliminary prospectus and, once available, the final proxy circular / prospectus can also be obtained, free of charge, from the SEC’s website (www.sec.gov).

Participants in the solicitation

TPG Pace Solutions, NewCo, Vacasa and their respective directors and officers may be considered 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 officers and directors of TPG Pace Solutions in the solicitation by reading the initial public offering prospectus of TPG Pace Solutions, which has was filed with the SEC on April 9. , 2021, and the Management Proxy Circular / Prospectus and other relevant documents filed with the SEC in connection with the business combination when they become available. Further information regarding the interests of the participants in the solicitation, which may, in some cases, be different from those of their shareholders in general, is set out in the Management Proxy Circular / Business Combination Prospectus. Shareholders, potential investors and other interested persons should carefully read the Proxy Circular / Preliminary Prospectus and, once available, the Proxy Circular / Final Prospectus, before making any voting or investment decisions. Copies of these documents may be obtained free of charge 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”, “prospect” and “project” and other similar expressions which predict or indicate future events or trends or which are not statements of historical subjects. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. Therefore, caution should be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the expectations or projections of TPG Pace Solutions or Vacasa. 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 circumstance that could result in 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 company resulting from the combination to comply with listing standards following the transaction and in the context of its completion; (iii) the inability to complete the transactions contemplated by the Business Combination Agreement due to failure to obtain TPG Pace Solutions shareholder approval or for other reasons; (iv) failure to meet the minimum cash requirements of the business combination agreement due to shareholder buyouts of TPG Pace Solutions and one or more investor defaults in the private placement that is undertaken as part of business combination, and failure to obtain alternative financing; (v) costs associated with the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the combined company’s ability to achieve its financial and strategic objectives, due, among other things, to competition, the combined company’s ability to pursue a growth strategy and manage profitability from growth; (viii) the possibility that the merged company will be adversely affected by other economic, commercial 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 complete the transaction; and (x) the other risks and uncertainties described herein, as well as the risks and uncertainties discussed from time to time in other reports and other public documents filed with the SEC by TPG Pace Solutions and NewCo.

Additional information regarding these and other factors that may affect the expectations and projections of TPG Pace Solutions and Vacasa can be found in TPG Pace Solutions’ periodic filings with the SEC, in the proxy statement / the preliminary prospectus included in the registration statement on Form S-4. filed with the SEC by NewCo, and in the proxy statement / final prospectus when available. The SEC filings of TPG Pace Solutions and NewCo are publicly available 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 on forward-looking statements, which speak only as of the date they are posted. Neither TPG Pace Solutions nor Vacasa undertake or accept any obligation or commitment to publicly release updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances about on which such statement is based, subject to applicable law.

This press release does not constitute a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed business combination. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification. under the securities laws of such jurisdiction. No offer of securities will be made except by way of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

There can be no assurance that the transactions described in this document will be completed, nor can any guarantee, if such transactions occur, that the potential benefits of the business combination will be realized. The description of the transactions contained in this document 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 attachments to the current report on Form 8-K filed by TPG Pace Solutions with the SEC on August 3, 2021.

Luke Barrett and Julia Sottosanti

KEYWORD: UNITED STATES NORTH AMERICA OREGON

INDUSTRY KEYWORD: ACCOMMODATION TRAVEL HOLIDAYS

Copyright Business Wire 2021.

PUB: 08/13/2021 4:40 PM / DISC: 08/13/2021 4:41 PM

Copyright Business Wire 2021.

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