Vacasa and TPG Pace Solutions Announce Closing of Business Combination

Vacasa, a leading vacation rental management platform in North America, today announced that it has completed its business combination with TPG Pace Solutions Corp. (“TPG Pace Solutions” or “TPGS”) (NYSE: TPGS), a publicly traded special purpose acquisition company. The Business Combination was approved on November 30, 2021, by TPG Pace Solutions’ stockholders. Vacasa’s Class A common stock is scheduled to begin trading on the Nasdaq Global Select Market under the ticker symbol “VCSA” on December 7, 2021.

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“The closing of our Business Combination and imminent public listing marks another important milestone not only for Vacasa and its employees, but our homeowners, guests, channel partners, and the broader vacation rental industry,” said Matt Roberts, CEO of Vacasa. “Funds from the over $340 million of gross proceeds provided by the transaction will enable us to help accelerate our execution on our long-term business plan of further enhancing our technology capabilities and products, adding more homes to our platform, and improving the vacation rental experience for all stakeholders.”

“TPG Pace Solutions was attracted to Vacasa for its proven, scaled business model, favorable secular tailwinds, and experienced leadership team. The Vacasa team has executed exceptionally well, with its previously updated full-year 2021 revenue guidance more than $100 million higher than the initial revenue target provided when we announced the proposed transaction in July,” said Karl Peterson, Chairman of TPG Pace Solutions. “I look forward to continuing to partner with Vacasa as a member of the Board of Directors.”

With the successful completion of the Business Combination, Barbara Messing and Karl Peterson will join Vacasa’s Board of Directors. Both bring extensive travel experience and have operated and advised premier public companies.

Messing currently serves as the Chief Marketing & People Experience Officer at Roblox and as a board member of Overstock, where she’s helped guide both tech-enabled platforms through various stages of growth. Formerly, she was SVP & Chief Marketing Officer at Walmart U.S., SVP & Chief Marketing Officer at Tripadvisor, and held various leadership roles at Hotwire.com.

Peterson is a Senior Partner of TPG, the Founder and Managing Partner of TPG Pace Group, and was Co-Founder of Hotwire.com, where he served as President and CEO. He is Chairman of the Board for Sabre and Accel Entertainment and is a board member of Playa Hotels and Resorts.

Advisors

J.P. Morgan Securities LLC acted as lead financial advisor to Vacasa. PJT Partners LP also acted as financial advisor to Vacasa. KeyBanc Capital Markets Inc. acted as capital market advisors 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.

Latham & Watkins LLP acted as the legal advisor to Vacasa, and Weil, Gotshal & Manges LLP acted as the legal advisor 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.

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.

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 $109 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.

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 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) changes in applicable laws or regulations; (ii) 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; (iii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (iv) the continuing or new effects of the COVID-19 pandemic on Vacasa; and (v) other risks and uncertainties described herein.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the joint registration statement/proxy statement on Form S-4 filed by Vacasa, Inc. and its other filings with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

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. Vacasa does not undertake or accept any obligation 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.

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Sarah Tatone [e-mail]