Vacasa LLC executed a term sheet to acquire TPG Pace Solutions Corp. (NYSE:TPGS) in a reverse merger transaction on May 6, 2021. Vacasa LLC entered into an agreement to acquire TPG Pace Solutions Corp. (NYSE:TPGS) in a reverse merger transaction for $4 billion on July 28, 2021. 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. Upon closing of the transaction, the combined company is expected to be publicly traded under the ticker symbol “VCSA” beginning on December 7, 2021. Upon closing of the business combination, Karl Peterson will join the Vacasa Board of Directors. All the executive officers of Vacasa Holdings will remain with Vacasa, Inc., who will be the sole manager of Vacasa Holdings. Vacasa, Inc.'s executive officers will be: Matthew Roberts (Chief Executive Officer), Jamie Cohen (Chief Financial Officer), Craig Smith (Chief Operating Officer). Barbara Messing, Chief Marketing & People Experience Officer at Roblox is expected to join the board of Vacasa, as an independent director upon the successful completion of business combination.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others, the requisite approvals by TPG Pace shareholders and holders of Vacasa membership interests; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; TPG Pace having at least $5,000,001 of net tangible assets remaining following any redemptions by TPG Pace shareholders; the registration statement on Form S-4 filed by Newco in connection with the Business Combination having become effective; the shares of Newco Class A Common Stock having been approved for listing on the applicable designated exchange. The transaction has been approved by the board of directors of TPG Pace Solutions. TPG Pace shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. As of November 10, 2021, the registration statement has been declared effective. As of November 30, 2021, TPG Pace Solutions Corp. shareholders approved the transaction. As of November 10, 2021, the transaction is expected to close in the fourth quarter of 2021. As per filing on November 27, 2021, The business combination is anticipated to close on December 6, 2021.

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. Justin Hamill, Eric Schwartzman, Nicholas Luongo, Michael Anastasio, Marc Jaffe, Benjamin Cohen, Katharine Moir, Erin Murphy, Joshua Tinkelman, Seniz Yakut, Anthony Klein, Robert Blamires, Joshua Holian and Patrick English of Latham & Watkins LLP acted as the legal advisors to Vacasa, and Douglas Warner, Christopher Machera, Raymond Gietz, Christina De Vuono, Devon Bodoh, Allison Liff, Benton Lewis, Alexander Lynch, Corey Chivers, Barbra Broudy, Paul Wessel, Howard Dicker, Jeffrey Osterman, Caroline Geiger, Beatriz Azcuy, Annemargaret Connolly, Thomas Goslin, John O'Loughlin, Timothy Welch, Vadim Brusser, Susan Shin, John Neuwirth and Gary Friedman of Weil, Gotshal & Manges LLP acted as the legal advisors 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. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to TPG and Vacasa. Morrow & Co., LLC acted as information agent to TPG Pace and TPG Pace has agreed to pay Morrow a fee of $30,000.