TPG PACE SOLUTIONS CORP.
(Exact name of registrant as specified in its
charter)
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Cayman Islands
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001-40319
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98-1574632
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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301 Commerce St., Suite 3300
Fort Worth, TX
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76102
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(Address of principal executive offices)
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(Zip Code)
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(212) 405-8458
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
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x
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbols
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Name of each exchange
on which registered
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Class A ordinary shares, par value $0.0001 per share
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TPGS
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The New York Stock Exchange
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x
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release issued by TPG Pace Solutions Corp. (“TPG Pace Solutions”) announcing that the Securities
and Exchange Commission (the “SEC”) has declared effective Vacasa, Inc.’s registration statement on Form S-4 (File No.
333-258739) (as amended, the “Registration Statement”) relating to the business combination involving Vacasa Holdings LLC
and TPG Pace Solutions. Additionally, the press release announces a record date of November 1, 2021 and a meeting date of November 30,
2021 for its extraordinary general meeting to approve the business combination.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits. The following exhibits are filed with this Current
Report on Form 8-K:
Additional Information and Where to Find It
This communication is being made in connection with a proposed business
combination involving Vacasa Holdings LLC (“Vacasa”) and TPG Pace Solutions Corp. (“TPG Pace Solutions”). In connection
with the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4, which has become effective. TPG Pace Solutions urges investors, shareholders, and other interested
persons to read the definitive proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain
important information about TPG Pace Solutions, Vacasa, NewCo, and the business combination. Shareholders will be able to obtain a copy
of the definitive proxy statement/prospectus, without charge, by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300,
Fort Worth, TX 76102. The definitive proxy statement/prospectus can also be obtained without charge at the SEC’s website (www.sec.gov).
Participants in Solicitation
TPG Pace Solutions, NewCo, Vacasa, and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace Solutions
in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding
the names, affiliations, and interests of certain of TPG Pace Solutions’ executive officers and directors in the solicitation
by reading TPG Pace Solutions’ initial public offering prospectus, which was filed with the SEC on April 9, 2021, the
definitive proxy statement/prospectus relating to the business combination, which was filed with the SEC on November 10, 2021, and
other relevant materials filed with the SEC in connection with the business combination when they become available. Other
information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their
shareholders generally, is set forth in the definitive proxy statement/prospectus relating to the business combination.
Shareholders, potential investors, and other interested persons should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. Copies of these documents may be obtained for free from the sources indicated
above.
Forward-Looking Statements
Certain statements made in this communication are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”,
“estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current
analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from TPG Pace Solutions’ or
Vacasa’s expectations or projections. The following factors, among others, could cause actual results to differ materially from
those described in these forward- looking statements: (i) the occurrence of any event, change or other circumstances that could give rise
to the termination of the definitive agreement for the business combination between TPG Pace Solutions and Vacasa (the “Business
Combination Agreement”); (ii) the ability of the combined company to meet listing standards following the transaction and in connection
with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Business Combination Agreement due
to the failure to obtain approval of the shareholders of TPG Pace Solutions or other reasons; (iv) the failure to meet the minimum cash
requirements of the Business Combination Agreement due to TPG Pace Solutions shareholders’ redemptions and one or more defaults
by the investors in the private placement that is being undertaken in connection with the business combination, and failing to obtain
replacement financing; (v) costs related to the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the ability
of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined
company to pursue a growth strategy and manage growth profitability; (viii) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors; (ix) the continuing or new effects of the COVID-19 pandemic on TPG Pace
Solutions and Vacasa and their ability to consummate the transaction; and (x) other risks and uncertainties described herein, as well
as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by TPG Pace and NewCo.
Additional information concerning these and other factors that may
impact TPG Pace Solutions’ and Vacasa's expectations and projections can be found in TPG Pace Solutions’ and NewCo’s
periodic filings with the SEC and in the definitive proxy statement/prospectus filed with the SEC by NewCo. TPG Pace Solutions’
and NewCo's SEC filings are available publicly on the SEC's website at www.sec.gov.
The foregoing list of factors is not exclusive. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPG Pace Solutions nor
Vacasa undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject
to applicable law.
No Offer or Solicitation
This communication does not constitute a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed business combination. This press release also does not constitute
an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, or an exemption therefrom.
No Assurances
There can be no assurance that the transactions described herein will
be completed, nor can there be any assurance, if such transactions are completed, that the potential benefits of combining the companies
will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference
to the definitive agreements relating to the transactions, copies of which have been filed as exhibits to the Current Report on Form 8-K
filed by TPG Pace Solutions with the SEC on August 3, 2021.
SIGNATURE
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.
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TPG PACE SOLUTIONS CORP.
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Date: November 10, 2021
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By:
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/s/ Eduardo Tamraz
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Name:
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Eduardo Tamraz
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Title:
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President
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Exhibit 99.1
TPG Pace Solutions Announces Effectiveness of
Registration Statement and a Special Meeting Date of November 30, 2021 in Connection with its Proposed Business Combination with Vacasa
SAN FRANCISCO, Calif. (November 10, 2021) — TPG Pace Solutions Corp. (NYSE: TPGS), today announced that the registration statement on Form S-4 (the “Registration
Statement”) filed by Vacasa, Inc. in connection with the previously announced proposed business combination (the “Business
Combination”) of TPG Pace Solutions with Vacasa (“the Company” or “Vacasa”), a leading vacation rental management
platform in North America, has been declared effective by the U.S. Securities and Exchange Commission (“SEC”). The Registration
Statement provides important information about TPG Pace Solutions, Vacasa, and the Business Combination.
TPG Pace Solutions also announced a record date of November 1, 2021
(the “Record Date”) and a meeting date of November 30, 2021 for its extraordinary general meeting (the “Special Meeting”)
to approve the Business Combination. The closing of the Business Combination is subject to approval by TPG Pace Solutions’ shareholders,
and the satisfaction of other customary closing conditions. The Business Combination is expected to close promptly after the Special Meeting.
Upon closing, the combined company is expected to be listed on Nasdaq
with its common stock trading under the new ticker symbol “VCSA”.
The meeting will be held at 4:30 pm Eastern Time, on November 30, 2021
at https://www.cstproxy.com/tpgpacesolutions/2021 and at the offices of Weil, Gotshal & Manges LLP, located at 767 5th Avenue, New
York, NY 10153. TPG Pace Solutions has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order
to facilitate stockholder attendance and participation. To register and receive access to the hybrid virtual meeting, registered shareholders
and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need
to follow the instructions applicable to them provided in the proxy statement. TPG Pace Solutions recommends all stockholders vote in
advance of the Special Meeting by telephone, via the Internet or by signing, dating, and returning the proxy card upon receipt.
Your vote FOR ALL proposals is important, no matter how many or how
few shares you own. If you have any questions or need assistance voting, please contact Morrow Sodali LLC, our proxy solicitor, by calling
(800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TPGS.info@investor.morrowsodali.com.
Important Information
Neither the SEC nor any state securities commission has approved or
disapproved of the securities to be issued in connection with the Business Combination, or determined if the Registration Statement is
accurate or adequate.
About Vacasa
Vacasa is the leading vacation rental management platform in
North America, transforming the vacation rental experience from inefficient and inconsistent, to reliable and technology-forward.
Vacasa’s integrated technology and operations helps optimize vacation home care and income for homeowners, offers guests a
seamless and consistent stay, and provides distribution partners with highly valuable vacation rental supply. The Company’s
marketplace enables guests to search, discover and book properties on Vacasa.com and the Vacasa Guest App, as well as 100+ channel
partners, including Airbnb, Booking.com and Vrbo.
Vacasa helps homeowners drive significant incremental income on one
of their most valuable assets and turn their vacation homes into high-performing vacation rentals. Guests staying in Vacasa-listed properties
in over 400 destinations across North America, Belize and Costa Rica, benefit from the peace of mind that their experience will meet high
standards of safety, cleanliness, comfort and support.
For more information, visit https://www.vacasa.com/press.
About TPG
TPG is a leading global alternative asset firm founded in San Francisco
in 1992 with $108 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five
multi-product platforms: Capital, Growth, Impact, Real Estate, and Market Solutions. TPG aims to build dynamic products and options for
its clients while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio.
For more information, visit www.tpg.com or @TPG on Twitter.
About TPG Pace Group and TPG Pace Solutions
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient and highly flexible investor base, allowing it to seek compelling opportunities that will thrive
in the public markets. TPG Pace Group has sponsored seven SPACs and raised more than $4.4 billion since 2015.
TPG Pace Solutions is a publicly listed (NYSE: TPGS) special purpose
acquisition company, which raised approximately $285 million in order to seek an acquisition with a company in an industry that complements
the experience and expertise of the TPG management team and TPG. For more information, visit https://www.tpg.com/pace-solutions.
Additional Information and Where to Find It
This communication is being made in connection with a proposed business
combination involving Vacasa Holdings LLC (“Vacasa”) and TPG Pace Solutions Corp. (“TPG Pace Solutions”). In connection
with the proposed transaction, Vacasa, Inc. (“NewCo”) has filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4, which has become effective. TPG Pace Solutions urges investors, shareholders, and other interested
persons to read the definitive proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain
important information about TPG Pace Solutions, Vacasa, NewCo, and the business combination. Shareholders will be able to obtain a copy
of the definitive proxy statement/prospectus, without charge, by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300,
Fort Worth, TX 76102. The definitive proxy statement/prospectus can also be obtained without charge at the SEC’s website (www.sec.gov).
Participants in Solicitation
TPG Pace Solutions, NewCo, Vacasa, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace Solutions in connection
with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations,
and interests of certain of TPG Pace Solutions’ executive officers and directors in the solicitation by reading TPG Pace Solutions’
initial public offering prospectus, which was filed with the SEC on April 9, 2021, the definitive proxy statement/prospectus relating
to the business combination, which was filed with the SEC on November 10, 2021, and other relevant materials filed with the SEC in connection
with the business combination when they become available. Other information concerning the interests of participants in the solicitation,
which may, in some cases, be different than those of their shareholders generally, is set forth in the definitive proxy statement/prospectus
relating to the business combination. Shareholders, potential investors, and other interested persons should read the definitive proxy
statement/prospectus carefully before making any voting or investment decisions. Copies of these documents may be obtained for free from
the sources indicated above.
Forward-Looking Statements
Certain statements made in this communication are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”,
“estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current
analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from TPG Pace Solutions’ or
Vacasa’s expectations or projections. The following factors, among others, could cause actual results to differ materially from
those described in these forward- looking statements: (i) the occurrence of any event, change or other circumstances that could give
rise to the termination of the definitive agreement for the business combination between TPG Pace Solutions and Vacasa (the “Business
Combination Agreement”); (ii) the ability of the combined company to meet listing standards following the transaction and in connection
with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Business Combination Agreement due
to the failure to obtain approval of the shareholders of TPG Pace Solutions or other reasons; (iv) the failure to meet the minimum cash
requirements of the Business Combination Agreement due to TPG Pace Solutions shareholders’ redemptions and one or more defaults
by the investors in the private placement that is being undertaken in connection with the business combination, and failing to obtain
replacement financing; (v) costs related to the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the ability
of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined
company to pursue a growth strategy and manage growth profitability; (viii) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors; (ix) the continuing or new effects of the COVID-19 pandemic on TPG
Pace Solutions and Vacasa and their ability to consummate the transaction; and (x) other risks and uncertainties described herein,
as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by TPG Pace
and NewCo.
Additional information concerning these and other factors that may
impact TPG Pace Solutions’ and Vacasa's expectations and projections can be found in TPG Pace Solutions’ and NewCo’s
periodic filings with the SEC and in the definitive proxy statement/prospectus filed with the SEC by NewCo. TPG Pace Solutions’
and NewCo's SEC filings are available publicly on the SEC's website at www.sec.gov.
The foregoing list of factors is not exclusive. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPG Pace Solutions nor
Vacasa undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject
to applicable law.
No Offer or Solicitation
This communication does not constitute a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed business combination. This press release also does not constitute
an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, or an exemption therefrom.
No Assurances
There can be no assurance that the transactions described herein will
be completed, nor can there be any assurance, if such transactions are completed, that the potential benefits of combining the companies
will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference
to the definitive agreements relating to the transactions, copies of which have been filed as exhibits to the Current Report on Form 8-K
filed by TPG Pace Solutions with the SEC on August 3, 2021.
Contacts
For Vacasa:
Sarah Tatone
(971) 409-2061
pr@vacasa.com
For TPG / TPG Pace Solutions:
Luke Barrett and Julia Sottosanti
(415) 743-1550
media@tpg.com
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