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
Vacasa
to Present at the 2021 RBC Capital Markets Global Technology, Internet, Media and Telecom Conference
PORTLAND,
Ore.--(November 12)--Vacasa, North America’s leading vacation rental management
platform, today announced that CEO Matt Roberts and CFO Jamie Cohen will participate in a fireside chat at the 2021 RBC Capital Markets
Global Technology, Internet, Media and Telecom Conference on Tuesday, November 16, 2021, at 11:20 a.m. EST / 8:20
a.m. PST.
Both live and replay versions
of the webcast can be accessed on the Vacasa Investor Website at www.vacasa.com/investors.
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 30,000+ homes across more than 400 destinations in North America, Belize and Costa Rica,
knowing that 24/7 support is just a phone call away. In addition to enabling guests to search, discover and book its properties
on Vacasa.com and the Vacasa Guest App, Vacasa provides valuable, professionally managed inventory
to top channel partners, including Airbnb, Booking.com and Vrbo. In Summer 2021, Vacasa entered into an agreement to become a publicly
traded company through a business combination with TPG Pace Solutions (NYSE: TPGS; “TPGS”), 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.
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, and 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. 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.
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