Premier Vacation Rental Brands Casago and Vacasa Announce Strategic Merger
Casago and Vacasa (NASDAQ: VCSA) have announced a strategic merger where Casago will acquire all outstanding Vacasa public shares at $5.02 per share. The deal represents a premium of 28% and 60% over Vacasa's 30-day and 90-day volume weighted average prices, respectively. The merger aims to create an enhanced vacation rental management platform combining international brand reach with local management expertise.
Roofstock, a proptech platform, will invest in and provide strategic guidance to the combined company. Existing Vacasa shareholders Silver Lake, Riverwood Capital, and Level Equity will maintain minority investments. The transaction is expected to complete in late Q1 or early Q2 2025, subject to shareholder approval. Post-merger, Vacasa will become private and delist from Nasdaq.
Casago e Vacasa (NASDAQ: VCSA) hanno annunciato una fusione strategica in cui Casago acquisirà tutte le azioni pubbliche in circolazione di Vacasa a $5,02 per azione. L'affare rappresenta un premio del 28% e del 60% rispetto ai prezzi medi ponderati per volume di Vacasa negli ultimi 30 e 90 giorni, rispettivamente. La fusione mira a creare una piattaforma potenziata per la gestione degli affitti per le vacanze, combinando l'espansione del marchio internazionale con l'expertise locale nella gestione.
Roofstock, una piattaforma proptech, investirà e fornirà orientamenti strategici alla società risultante. Gli attuali azionisti di Vacasa, Silver Lake, Riverwood Capital e Level Equity, manterranno investimenti di minoranza. Si prevede che la transazione si concluda entro la fine del primo trimestre o all'inizio del secondo trimestre 2025, soggetta all'approvazione degli azionisti. Dopo la fusione, Vacasa diventerà privata e verrà rimossa dal Nasdaq.
Casago y Vacasa (NASDAQ: VCSA) han anunciado una fusión estratégica en la que Casago adquirirá todas las acciones públicas en circulación de Vacasa a $5.02 por acción. El acuerdo representa una prima del 28% y del 60% sobre los precios promedio ponderados por volumen de Vacasa en los últimos 30 y 90 días, respectivamente. La fusión tiene como objetivo crear una plataforma de gestión de alquileres vacacionales mejorada, combinando el alcance de la marca internacional con la experiencia en gestión local.
Roofstock, una plataforma proptech, invertirá y proporcionará orientación estratégica a la empresa combinada. Los accionistas existentes de Vacasa, Silver Lake, Riverwood Capital y Level Equity, mantendrán inversiones minoritarias. Se espera que la transacción se complete a finales del primer trimestre o principios del segundo trimestre de 2025, sujeta a la aprobación de los accionistas. Después de la fusión, Vacasa se convertirá en una empresa privada y se eliminará de Nasdaq.
카사고(Casago)와 바카사(Vacasa) (NASDAQ: VCSA)는 카사고가 바카사의 모든 공개 주식을 주당 $5.02에 인수하는 전략적 합병을 발표했습니다. 이번 거래는 바카사의 최근 30일 및 90일 거래량 가중 평균 가격에 각각 28% 및 60%의 프리미엄을 나타냅니다. 합병은 국제 브랜드의 도달 범위와 지역 관리 전문성을 결합한 향상된 휴가 렌탈 관리 플랫폼을 만드는 것을 목표로 합니다.
프로텍 플랫폼인 루프스톡(Roofstock)은 통합된 회사에 투자하고 전략적 지침을 제공할 것입니다. 기존의 바카사 주주인 실버 레이크(Silver Lake), 리버우드 캐피탈(Riverwood Capital), 레벨 이퀴티(Level Equity)는 소수 투자 지분을 유지할 것입니다. 이 거래는 2025년 1분기 말 또는 2분기 초에 주주 승인 조건으로 완료될 것으로 예상됩니다. 합병 이후 바카사는 비상장 기업이 되어 나스닥에서 상장 폐지됩니다.
Casago et Vacasa (NASDAQ: VCSA) ont annoncé une fusion stratégique dans laquelle Casago acquerra toutes les actions publiques en circulation de Vacasa à 5,02 $ par action. Cet accord représente une prime de 28 % et 60 % par rapport aux prix moyens pondérés par volume de Vacasa sur 30 et 90 jours, respectivement. La fusion vise à créer une plateforme améliorée de gestion de locations de vacances, alliant l'envergure d'une marque internationale à l'expertise locale en gestion.
Roofstock, une plateforme proptech, investira et fournira des conseils stratégiques à l'entreprise combinée. Les actionnaires existants de Vacasa, Silver Lake, Riverwood Capital et Level Equity, conserveront des investissements minoritaires. La transaction devrait être finalisée fin T1 ou début T2 2025, sous réserve de l'approbation des actionnaires. Après la fusion, Vacasa deviendra une entreprise privée et sera retirée du Nasdaq.
Casago und Vacasa (NASDAQ: VCSA) haben eine strategische Fusion bekannt gegeben, bei der Casago alle ausstehenden öffentlichen Aktien von Vacasa zu einem Preis von 5,02 $ pro Aktie erwerben wird. Der Deal stellt eine Prämie von 28 % bzw. 60 % im Vergleich zu den volumen gewichteten Durchschnittspreisen von Vacasa der letzten 30 und 90 Tage dar. Die Fusion zielt darauf ab, eine verbesserte Plattform für das Management von Ferienvermietungen zu schaffen, die die internationale Markenreichweite mit lokaler Verwaltungsexpertise kombiniert.
Roofstock, eine Proptech-Plattform, wird in das kombinierte Unternehmen investieren und strategische Unterstützung bieten. Die bestehenden Vacasa-Aktionäre Silver Lake, Riverwood Capital und Level Equity werden Minderheitsbeteiligungen aufrechterhalten. Die Transaktion wird voraussichtlich Ende Q1 oder Anfang Q2 2025 abgeschlossen sein, vorbehaltlich der Genehmigung durch die Aktionäre. Nach der Fusion wird Vacasa privat und von der Nasdaq delisted.
- Premium price offering of $5.02 per share, 28% above 30-day average
- Strategic investment and guidance from Roofstock, bringing property management expertise
- Retention of key institutional investors (Silver Lake, Riverwood Capital, Level Equity)
- Potential operational synergies from combining international reach with local expertise
- Delisting from Nasdaq, reducing public trading liquidity
- Loss of public market access for capital raising
- Execution risks associated with merger integration
Insights
The merger between Casago and Vacasa represents a significant consolidation in the vacation rental management sector. At
The transaction structure maintains equity participation from key institutional investors Silver Lake, Riverwood Capital and Level Equity, suggesting confidence in the combined entity's future prospects. The amendment of Vacasa's tax receivable agreement and revolving credit facility demonstrates careful financial engineering to ensure a smooth transition to private ownership.
For a company with a current market cap of just
This merger strategically combines Casago's local-focused approach with Vacasa's technology platform and scale. The integration will likely yield significant operational synergies through shared technology infrastructure and enhanced property management capabilities. Roofstock's involvement is particularly noteworthy, as their proptech expertise in managing nearly 1 million units could help modernize the combined entity's operations.
The privatization strategy should allow for more flexibility in implementing long-term technological improvements without quarterly earnings pressure. The focus on empowering local teams while maintaining centralized technology and brand standards addresses a key challenge in the vacation rental industry - balancing standardization with personalized service.
Merger will create unmatched vacation rental management platform, strengthening commitment to homeowners and exceptional, locally-driven vacation rental management services
This transaction combines the strengths of both companies and accelerates progress toward a shared vision: empowered local teams, delivering best-in-class home care and revenue for homeowners, and providing superior hospitality for guests. Combining Casago and Vacasa will create an unmatched vacation rental management platform, pairing the advantages of an international brand with the personalized care of local management.
“Casago has always been committed to delivering personalized, locally-empowered service to homeowners, and exceptional experiences to guests. We’re excited to merge with Vacasa, a company that shares our dedication to excellence,” said Casago founder and CEO Steve Schwab. "Together, we will strengthen our ability to deliver consistent service quality on a global scale, leveraging our combined resources and expertise to better serve our homeowners, guests and partners.”
“This merger is a natural next step in Vacasa’s journey over the past year, sharpening our focus on owners, guests, and our local teams that take care of them every day. By combining with Casago, a company that shares our vision of locally-empowered, homeowner-focused property management, we’re accelerating our progress on that path,” said Vacasa CEO Rob Greyber. “We are pairing national scale with local expertise, empowering entrepreneurial teams to set a new standard in vacation rental property management.”
In addition, Roofstock, a leading proptech platform, plans to invest in and provide strategic guidance to the combined company, leveraging its decade of experience using technology to enhance property management capabilities, customer experience and liquidity for residential property investors. Roofstock brings deep real estate expertise through its service offerings and software solutions, including helping more than 300,000 property owners with nearly 1 million units optimize the performance of their rental properties.
“We are excited to be a part of what we believe should be the category-defining company in the vacation rental space,” said Gary Beasley, co-founder and CEO of Roofstock. “This investment is consistent with our mission of expanding beyond our historical focus on long-term single-family rentals to help power the broader residential investment ecosystem for investors large and small.”
Further operational and organizational details will be announced following the closing of the transaction.
Transaction Details
Under the terms of the merger agreement, Vacasa stockholders receive
In early 2024, the Board and management of the Company recommended that the Company begin a review of strategic alternatives and advisers were engaged to assist in conducting that review process. In June of 2024, a Special Committee of the Board of Directors, composed entirely of independent and disinterested directors, was formed to oversee that process. Following the completion of a robust strategic evaluation, and the receipt of a fairness opinion from its independent financial advisor, the Special Committee recommended that the Board approve the merger agreement and the transactions contemplated thereby and that the shareholders of Vacasa vote in favor of adoption of the merger agreement. Upon the Special Committee’s recommendation the Vacasa Board of Directors approved the merger agreement and the transactions contemplated thereby and adopted the other recommendations of the Special Committee.
In connection with the transaction, Vacasa’s tax receivable agreement was amended to provide that no payments will be made in respect of or following the transaction. Additionally, Vacasa entered into an amendment to its revolving credit facility, with such amendments to take effect at the completion of the proposed transaction, to prevent the proposed transaction from triggering a change in control event of default under the revolving credit facility. Vacasa also entered into support agreements with certain rollover stockholders in connection with the proposed transaction.
Upon completion of the transaction, Vacasa’s common stock will no longer be publicly listed on the Nasdaq, and the combined company will become a privately held company.
The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the merger agreement, for which Vacasa will file a Form 8-K.
Representation
Jefferies LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Casago in connection with the transaction. PJT Partners is serving as financial advisor and Vinson & Elkins LLP is acting as legal advisor to the Special Committee of the Vacasa Board of Directors. Latham & Watkins LLP is acting as legal advisor to Vacasa.
About Casago
Casago is a premier vacation rental management company, overseeing nearly 5,000 properties across 72 cities in
About Roofstock
Roofstock’s mission is to power the residential investment ecosystem for the benefit of all. The company’s award-winning, tech-enabled end-to-end platform helps investors buy, sell and manage single-family rental properties in over 40 markets around the
About Vacasa
Vacasa is the leading vacation rental management platform in
Additional Information and Where to Find It
The proposed transaction is expected to be submitted to the stockholders of the Company for their consideration. In connection with the proposed transaction, the Company plans to file a proxy statement on Schedule 14A and other relevant materials with the Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to the stockholders of the Company.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy of the proxy statement(s) (when available) and other documents filed with the SEC by the Company, at the Company’s website, investors.vacasa.com, or at the SEC’s website, www.sec.gov. The proxy statement(s) and other relevant documents may also be obtained for free from the Company by writing to Vacasa, Inc., 850 NW 13th Avenue,
Participants in the Solicitation
The Company and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the compensation of the directors and named executive officers of the Company is set forth in the “Director Compensation” and “Executive Compensation Matters” sections the definitive proxy statement for the 2024 annual meeting of stockholders for the Company, which was filed with the SEC on April 8, 2024 (the “Proxy Statement”), commencing on pages 16 and 30, respectively, and information regarding the participants’ holdings of the Company’s securities is set forth in the “Security Ownership of Certain Beneficial Owners and Management” section of the Proxy Statement, commencing on page 38. The Proxy Statement can be obtained free of charge from the sources indicated above. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth the Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 4s filed by Joerg Adams on May 23, 2024, Ryan Bone on May 23, 2024, Chad Cohen on May 23, 2024, Benjamin Levin on May 23, 2024, Barbara Messing on May 23, 2024, Jeffrey Parks on May 23, 2024, Karl Peterson on May 23, 2024, Chris Terrill on May 23, 2024, Rob Greyber on July 5, 2024, Bruce Schuman on July 5, 2024, Luis Sosa on August 9, 2024, and Alan Liu on August 9, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement relating to the proposed transaction and other relevant materials when they are filed with the SEC.
Cautionary Note Regarding Forward Looking Statements
The information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements and speak only as of the date they are made. Words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” “target, ” “forecast,” “outlook,” or the negative of these terms or other similar expressions are intended to identify such forward-looking statements. Specific forward-looking statements include, among others, statements regarding forecasts and projections; estimated costs, expenditures, cash flows, growth rates and financial results; plans and objectives for future operations, growth or initiatives; strategies or the expected outcome or impact of pending or threatened litigation; and expected timetable for completing the proposed transaction. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to the Company. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: (i) the failure to obtain the required votes of the Company’s stockholders; (ii) the timing to consummate the proposed transaction; (iii) the satisfaction of the conditions to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction otherwise does not occur; (iv) risks related to the ability of the Company to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the diversion of management time on transaction-related issues; (vi) results of litigation, settlements and investigations in connection with the proposed transaction; (vii) actions by third parties, including governmental agencies; (viii) global economic conditions; (ix) potential business uncertainty, including changes to existing business and customer relationships during the pendency of the proposed transaction that could affect financial performance; (x) adverse industry conditions; (xi) adverse credit and equity market conditions; (xii) the loss of, or reduction in business with, key customers; legal proceedings; (xiii) the ability to effectively identify and enter new markets; (xiv) governmental regulation; (xv) the ability to retain management and other personnel; and (xvi) other economic, business, or competitive factors.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the SEC. The Company’s SEC filings may be obtained by contacting the Company, through the Company’s website at investors.vacasa.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241230370238/en/
Tracy Pogrelis
tracy.pogrelis@vacasa.com
Source: Vacasa
FAQ
What is the acquisition price per share for Vacasa (VCSA) in the Casago merger?
When is the Vacasa (VCSA) and Casago merger expected to close?
Will Vacasa (VCSA) remain publicly traded after the Casago merger?
Who are the key investors in the combined Vacasa-Casago company?
What is the premium offered in the VCSA acquisition compared to recent trading?
