|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
7389
(Primary Standard Industrial Classification Code Number) |
| |
87-1995316
(I.R.S. Employer Identification No.) |
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|
Copies of all communications, including communications sent to agent for service, should be sent to:
|
| ||||||
|
Douglas P. Warner, Esq.
Christopher R. Machera, Esq. Raymond O. Gietz, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8000 |
| |
Lisa Jurinka
Chief Legal Officer Vacasa, Inc. 850 NW 13th Avenue Portland, OR 97209 (503) 345-9399 |
| |
Justin G. Hamill, Esq.
Marc D. Jaffe, Esq. Benjamin J. Cohen, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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Title of Each Class of Securities
to be Registered |
| | |
Amount
to be Registered(1) |
| | |
Proposed Maximum
Offering Price |
| | |
Proposed Maximum
Aggregate Offering Price |
| | |
Amount of
Registration Fee |
| |||||||||
Class A Common Stock, par value $0.00001 per share(2)
|
| | | | | 447,738,322 | | | | |
N/A
|
| | | | $ | 4,486,337,986.44 | | | | | | $ | 489,459.47 | | |
| | |
Page
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| | | | iii | | | |
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| | | | ix | | | |
| | | | xi | | | |
| | | | 1 | | | |
| | | | 16 | | | |
| | | | 18 | | | |
| | | | 89 | | | |
| | | | 96 | | | |
| | | | 135 | | | |
| | | | 136 | | | |
| | | | 141 | | | |
| | | | 143 | | | |
| | | | 149 | | | |
| | | | 153 | | | |
| | | | 154 | | | |
| | | | 168 | | | |
| | | | 185 | | | |
| | | | 199 | | | |
| | | | 208 | | | |
| | | | 212 | | | |
| | | | 244 | | | |
| | | | 276 | | | |
| | | | 282 | | | |
| | | | 288 | | | |
| | | | 293 | | | |
| | | | 299 | | | |
| | | | 316 | | | |
| | | | 323 | | | |
| | | | 324 | | | |
| | | | 325 | | | |
| | | | 325 | | | |
| | | | 325 | | | |
| | | | 325 | | | |
| | | | 325 | | | |
| | | | 326 | | |
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Page
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| | | | 327 | | | |
| | | | F-1 | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 6.4% | | | | | | 15,094,348 | | | | | | 3.5% | | |
Existing VH Holders
|
| | | | 388,932,962 | | | | | | 87.8% | | | | | | 388,929,352 | | | | | | 90.7% | | |
Sponsor and Affiliates(1)
|
| | | | 6,921,755 | | | | | | 1.6% | | | | | | 6,493,663 | | | | | | 1.5% | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 1.8% | | | | | | 8,157,896 | | | | | | 1.9% | | |
Forward Purchasers (excluding Affiliates)(2)
|
| | | | 10,273,688 | | | | | | 2.3% | | | | | | 10,273,688 | | | | | | 2.4% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Vacasa Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Vacasa Class B Common Stock(3)
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
Sources ($MM)
|
| | | | | | | |
Uses ($MM)
|
| | |||||
Existing VH Holders(1)
|
| | | $ | 3,963 | | | |
Existing VH Holders (1)
|
| | | $ | 3,963 | | |
SPAC cash in Trust Account(2)
|
| | | $ | 285 | | | |
Cash to balance sheet
|
| | | $ | 429 | | |
PIPE Financing and forward purchases(3)
|
| | | $ | 200 | | | |
TPG Pace Shares held by
Sponsor (4) |
| | | $ | 44 | | |
TPG Pace Shares held by Sponsor(4)
|
| | | $ | 44 | | | |
Estimated fees and expenses
|
| | | $ | 56 | | |
Total Sources
|
| | | $ | 4,492 | | | |
Total Uses
|
| | | $ | 4,492 | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 6.4% | | | | | | 15,094,348 | | | | | | 3.5% | | |
Existing VH Holders
|
| | | | 388,932,962 | | | | | | 87.8% | | | | | | 388,929,352 | | | | | | 90.7% | | |
Sponsor and Affiliates(1)
|
| | | | 6,921,755 | | | | | | 1.6% | | | | | | 6,493,663 | | | | | | 1.5% | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 1.8% | | | | | | 8,157,896 | | | | | | 1.9% | | |
Forward Purchasers (excluding Affiliates)(2)
|
| | | | 10,273,688 | | | | | | 2.3% | | | | | | 10,273,688 | | | | | | 2.4% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
Vacasa Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Vacasa Class B Common Stock(3)
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 6.4% | | | | | | 15,094,348 | | | | | | 3.5% | | |
Existing VH Holders
|
| | | | 388,932,962 | | | | | | 87.8% | | | | | | 388,929,352 | | | | | | 90.7% | | |
Sponsor and Affiliates(1)
|
| | | | 6,921,755 | | | | | | 1.6% | | | | | | 6,493,663 | | | | | | 1.5% | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 1.8% | | | | | | 8,157,896 | | | | | | 1.9% | | |
Forward Purchasers (excluding Affiliates)(2)
|
| | | | 10,273,688 | | | | | | 2.3% | | | | | | 10,273,688 | | | | | | 2.4% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
Vacasa Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Vacasa Class B Common Stock(3)
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 6.4% | | | | | | 15,094,348 | | | | | | 3.5% | | |
Existing VH Holders
|
| | | | 388,932,962 | | | | | | 87.8% | | | | | | 388,929,352 | | | | | | 90.7% | | |
Sponsor and Affiliates(1)
|
| | | | 6,921,755 | | | | | | 1.6% | | | | | | 6,493,663 | | | | | | 1.5% | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 1.8% | | | | | | 8,157,896 | | | | | | 1.9% | | |
Forward Purchasers (excluding Affiliates)(2)
|
| | | | 10,273,688 | | | | | | 2.3% | | | | | | 10,273,688 | | | | | | 2.4% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
Vacasa Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Vacasa Class B Common Stock(3)
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
Vacasa Common Stock – Closing
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Gross Booking Value (GBV)
|
| | | $ | 1,588 | | | | | $ | 2,028 | | | | | $ | 2,645 | | |
Revenue
|
| | | $ | 757 | | | | | $ | 1,002 | | | | | $ | 1,300 | | |
Year-over-Year Revenue Growth
|
| | | | 54% | | | | | | 32% | | | | | | 30% | | |
Adjusted Cost of Revenue
|
| | | $ | 383 | | | | | $ | 480 | | | | | $ | 604 | | |
Adjusted Gross Profit
|
| | | $ | 374 | | | | | $ | 522 | | | | | $ | 696 | | |
Adjusted Operations and Support
|
| | | $ | 165 | | | | | $ | 209 | | | | | $ | 250 | | |
Adjusted Technology and Development
|
| | | $ | 39 | | | | | $ | 55 | | | | | $ | 89 | | |
Adjusted Sales and Marketing
|
| | | $ | 158 | | | | | $ | 232 | | | | | $ | 279 | | |
Adjusted General and Administrative
|
| | | $ | 62 | | | | | $ | 68 | | | | | $ | 78 | | |
Adjusted EBITDA
|
| | | $ | (49) | | | | | $ | (42) | | | | | $ | 0 | | |
Adjusted EBITDA Margin
|
| | | | (7)% | | | | | | (4)% | | | | | | 0% | | |
| | |
No Redemption
Scenario |
| |
Maximum
Redemptions |
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 6.4% | | | | | | 15,094,348 | | | | | | 3.5% | | |
Existing VH Holders
|
| | | | 388,932,962 | | | | | | 87.8% | | | | | | 388,929,352 | | | | | | 90.7% | | |
Sponsor and Affiliates(1)
|
| | | | 6,921,755 | | | | | | 1.6% | | | | | | 6,493,663 | | | | | | 1.5% | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 1.8% | | | | | | 8,157,896 | | | | | | 1.9% | | |
Forward Purchasers (excluding Affiliates)(2)
|
| | | | 10,273,688 | | | | | | 2.3% | | | | | | 10,273,688 | | | | | | 2.4% | | |
Closing shares
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Class B Common Stock(3)
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
Closing shares
|
| | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
| | |
TPG Pace
Solutions Corp. (Historical) |
| |
TPG Pace
Public Offering Accounting Adjustments |
| |
Notes
|
| |
TPG Pace
Solutions Corp. (Adjusted) |
| |
Vacasa
Holdings Adjusted (Pro Forma Combined) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| ||||||||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 740 | | | | | $ | 1,250 | | | | | | (A) | | | | | $ | 1,990 | | | | | $ | 274,823 | | | | | | | | | | | $ | 285,000 | | | | | | (B) | | | | | $ | 706,177 | | | | | $ | 4,692 | | | | | | (F) | | | | | $ | 576,812 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 77,500 | | | | | | (C) | | | | | | | | | | | | (134,057) | | | | | | (O) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 122,500 | | | | | | (D) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,975) | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (45,661) | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 149,593 | | | | | | | | | | | | | | | | | | | | | | | | 149,593 | | | | | | | | | | | | | | | | | | 149,593 | | |
Accounts receivable, net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,647 | | | | | | | | | | | | | | | | | | | | | | | | 16,647 | | | | | | | | | | | | | | | | | | 16,647 | | |
Prepaid expenses and other current assets
|
| | | | | | | | | | 612 | | | | | | (A) | | | | | | 612 | | | | | | 22,608 | | | | | | | | | | | | 5,000 | | | | | | (G) | | | | | | 28,220 | | | | | | | | | | | | | | | | | | 28,220 | | |
Deferred offering costs
|
| | | | 635 | | | | | | (635) | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total current assets
|
| | | | 1,375 | | | | | | 1,227 | | | | | | | | | | | | 2,602 | | | | | | 463,671 | | | | | | — | | | | | | 434,364 | | | | | | | | | | | | 900,637 | | | | | | (129,365) | | | | | | | | | | | | 771,272 | | |
Property and equipment, net
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 63,531 | | | | | | | | | | | | | | | | | | | | | | | | 63,531 | | | | | | | | | | | | | | | | | | 63,531 | | |
Intangible assets, net
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 194,759 | | | | | | | | | | | | | | | | | | | | | | | | 194,759 | | | | | | | | | | | | | | | | | | 194,759 | | |
Goodwill
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 635,445 | | | | | | | | | | | | | | | | | | | | | | | | 635,445 | | | | | | | | | | | | | | | | | | 635,445 | | |
Other long-term assets
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 11,807 | | | | | | | | | | | | | | | | | | | | | | | | 11,807 | | | | | | | | | | | | | | | | | | 11,807 | | |
Deferred tax assets
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (I) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Cash held in Trust Account
|
| | | | | | | | | | 285,000 | | | | | | (A) | | | | | | 285,000 | | | | | | | | | | | | | | | | | | (285,000) | | | | | | (B) | | | | | | — | | | | | | | | | | | | (O) | | | | | | — | | |
Total assets
|
| | | | 1,375 | | | | | | 286,227 | | | | | | | | | | | | 287,602 | | | | | | 1,369,213 | | | | | | — | | | | | | 149,364 | | | | | | | | | | | | 1,806,179 | | | | | | (129,365) | | | | | | | | | | | | 1,676,814 | | |
| | |
TPG Pace
Solutions Corp. (Historical) |
| |
TPG Pace
Public Offering Accounting Adjustments |
| |
Notes
|
| |
TPG Pace
Solutions Corp. (Adjusted) |
| |
Vacasa
Holdings Adjusted (Pro Forma Combined) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| ||||||||||||||||||||||||||||||||||||
Liabilities redeemable preferred units, and members/ Equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | | | | | | | | | | | | | | | | $ | — | | | | | $ | 30,739 | | | | | | | | | | | | | | | | | | | | | | | $ | 30,739 | | | | | | | | | | | | | | | | | $ | 30,739 | | |
Funds payable to owners
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 205,989 | | | | | | | | | | | | | | | | | | | | | | | | 205,989 | | | | | | | | | | | | | | | | | | 205,989 | | |
Hospitality and sales tax payable
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 45,779 | | | | | | | | | | | | | | | | | | | | | | | | 45,779 | | | | | | | | | | | | | | | | | | 45,779 | | |
Deferred revenue
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 125,419 | | | | | | | | | | | | | | | | | | | | | | | | 125,419 | | | | | | | | | | | | | | | | | | 125,419 | | |
Future stay credits
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 37,097 | | | | | | | | | | | | | | | | | | | | | | | | 37,097 | | | | | | | | | | | | | | | | | | 37,097 | | |
Accrued expenses and other current
liabilities |
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 62,955 | | | | | | 1,398 | | | | | | (13,154) | | | | | | (V) | | | | | | 51,199 | | | | | | | | | | | | | | | | | | 51,199 | | |
Accrued expenses, formation and offering costs
|
| | | | 651 | | | | | | 747 | | | | | | (A) | | | | | | 1,398 | | | | | | | | | | | | (1,398) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Note payable to Sponsor
|
| | | | 750 | | | | | | (750) | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total current liabilities
|
| | | | 1,401 | | | | | | (3) | | | | | | | | | | | | 1,398 | | | | | | 507,978 | | | | | | — | | | | | | (13,154) | | | | | | | | | | | | 496,222 | | | | | | — | | | | | | | | | | | | 496,222 | | |
Long-term debt, net of issuance costs
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 113,617 | | | | | | | | | | | | (112,977) | | | | | | (H) | | | | | | 640 | | | | | | | | | | | | | | | | | | 640 | | |
Other long-term liabilities
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 29,035 | | | | | | | | | | | | | | | | | | | | | | | | 29,035 | | | | | | | | | | | | | | | | | | 29,035 | | |
Tax receivable agreement liability
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | (J) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Deferred underwriting compensation
|
| | | | | | | | | | 9,975 | | | | | | (A) | | | | | | 9,975 | | | | | | — | | | | | | | | | | | | (9,975) | | | | | | (F) | | | | | | — | | | | | | — | | | | | | (F) | | | | | | — | | |
Earnout liability
|
| | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 81,211 | | | | | | (K) | | | | | | 81,211 | | | | | | (7,585) | | | | | | (K) | | | | | | 73,626 | | |
Total liabilities
|
| | | | 1,401 | | | | | | 9,972 | | | | | | | | | | | | 11,373 | | | | | | 650,630 | | | | | | — | | | | | | (54,895) | | | | | | | | | | | | 607,108 | | | | | | (7,585) | | | | | | | | | | | | 599,523 | | |
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TPG Pace Class A ordinary shares subject to
possible redemption; 27,122,881 shares at a redemption value of $10.00 per share |
| | | | | | | | | | 271,229 | | | | | | (A) | | | | | | 271,229 | | | | | | | | | | | | | | | | | | (271,229) | | | | | | (L) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Redeemable preferred units: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vacasa Redeemable convertible
preferred units; units authorized of 744,886,638; units issued and outstanding of 267,688,054; aggregate liquidation preference of $579,162 |
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 1,198,080 | | | | | | | | | | | | (1,198,080) | | | | | | (E) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Redeemable noncontrolling interest
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interest
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | 578,854 | | | | | | (M) | | | | | | 578,854 | | | | | | (41,930) | | | | | | (M) | | | | | | 536,924 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TPG Pace Class F ordinary shares, $0.0001 par value; 30,000,000 shares authorized, 3,166,667 shares issued and outstanding
|
| | | | — | | | | | | — | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | (N) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
TPG Pace Class G ordinary shares, $0.0001 par value; 30,000,000 shares authorized, 6,333,333 shares issued and outstanding
|
| | | | 1 | | | | | | — | | | | | | (A) | | | | | | 1 | | | | | | | | | | | | | | | | | | (1) | | | | | | (K) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Class A Common Stock
|
| | | | | | | | | | — | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | | | | 1 | | | | | | (C) | | | | | | 20 | | | | | | — | | | | | | (E) | | | | | | 19 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | (D) | | | | | | | | | | | | (1) | | | | | | (O) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18 | | | | | | (E) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (N) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | 21 | | | | | | (E) | | | | | | 21 | | | | | | — | | | | | | (E) | | | | | | 21 | | |
Additional paid-in capital
|
| | | | 24 | | | | | | 5,027 | | | | | | (A) | | | | | | 5,051 | | | | | | 573,800 | | | | | | | | | | | | 77,499 | | | | | | (C) | | | | | | 1,171,805 | | | | | | 4,692 | | | | | | (F) | | | | | | 1,075,265 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 122,499 | | | | | | (D) | | | | | | | | | | | | 7,585 | | | | | | (K) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,198,080 | | | | | | (E) | | | | | | | | | | | | 25,239 | | | | | | (M) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (39) | | | | | | (E) | | | | | | | | | | | | (134,056) | | | | | | (O) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (39,161) | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 112,977 | | | | | | (H) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (81,210) | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 271,229 | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,093,693) | | | | | | (M) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (52) | | | | | | (N) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,671 | | | | | | (S) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,154 | | | | | | (V) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | (51) | | | | | | (1) | | | | | | (A) | | | | | | (52) | | | | | | (1,053,297) | | | | | | | | | | | | (1,500) | | | | | | (G) | | | | | | (551,629) | | | | | | 16,691 | | | | | | (M) | | | | | | (534,938) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 514,839 | | | | | | (M) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 52 | | | | | | (N) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (11,671) | | | | | | (S) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity/ members’ deficit
|
| | | | (26) | | | | | | 5,026 | | | | | | | | | | | | 5,000 | | | | | | (479,497) | | | | | | — | | | | | | 1,094,714 | | | | | | | | | | | | 620,217 | | | | | | (79,850) | | | | | | | | | | | | 540,367 | | |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity/members’ deficit
|
| | | $ | 1,375 | | | | | $ | 286,227 | | | | | | | | | | | $ | 287,602 | | | | | $ | 1,369,213 | | | | | $ | — | | | | | $ | 149,364 | | | | | | | | | | | $ | 1,806,179 | | | | | $ | (129,365) | | | | | | | | | | | $ | 1,676,814 | | |
|
| | |
TPG Pace
Solutions Corp. (Historical) |
| |
Vacasa
Holdings Adjusted (Pro Forma Combined) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| |||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 160,980 | | | | | | | | | | | | | | | | | | | | | | | $ | 160,980 | | | | | | | | | | | | | | | | | $ | 160,980 | | |
Operating costs and expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | | | | | | | 87,032 | | | | | | | | | | | | | | | | | | | | | | | | 87,032 | | | | | | | | | | | | | | | | | | 87,032 | | |
Operations and support
|
| | | | | | | | | | 37,477 | | | | | | | | | | | | | | | | | | | | | | | | 37,477 | | | | | | | | | | | | | | | | | | 37,477 | | |
Technology and development
|
| | | | | | | | | | 9,442 | | | | | | | | | | | | | | | | | | | | | | | | 9,442 | | | | | | | | | | | | | | | | | | 9,442 | | |
Sales and marketing
|
| | | | | | | | | | 33,124 | | | | | | | | | | | | | | | | | | | | | | | | 33,124 | | | | | | | | | | | | | | | | | | 33,124 | | |
General and administrative
|
| | | | | | | | | | 17,533 | | | | | | 51 | | | | | | 478 | | | | | | (U) | | | | | | 18,062 | | | | | | | | | | | | | | | | | | 18,062 | | |
Depreciation
|
| | | | | | | | | | 4,204 | | | | | | | | | | | | | | | | | | | | | | | | 4,204 | | | | | | | | | | | | | | | | | | 4,204 | | |
Amortization of intangible assets
|
| | | | | | | | | | 9,840 | | | | | | | | | | | | | | | | | | | | | | | | 9,840 | | | | | | | | | | | | | | | | | | 9,840 | | |
Formation costs
|
| | | | 51 | | | | | | | | | | | | (51) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total operating costs and expenses
|
| | | | 51 | | | | | | 198,651 | | | | | | — | | | | | | 478 | | | | | | | | | | | | 199,180 | | | | | | — | | | | | | | | | | | | 199,180 | | |
Loss from operations
|
| | | | (51) | | | | | | (37,672) | | | | | | — | | | | | | (478) | | | | | | | | | | | | (38,201) | | | | | | — | | | | | | | | | | | | (38,201) | | |
Interest income
|
| | | | — | | | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | 17 | | | | | | | | | | | | | | | | | | 17 | | |
Interest expense
|
| | | | | | | | | | (2,831) | | | | | | | | | | | | 2,831 | | | | | | (P) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Other income (expense), net
|
| | | | | | | | | | (6,721) | | | | | | | | | | | | | | | | | | | | | | | | (6,721) | | | | | | | | | | | | | | | | | | (6,721) | | |
Loss before income taxes
|
| | | | (51) | | | | | | (47,207) | | | | | | — | | | | | | 2,353 | | | | | | | | | | | | (44,905) | | | | | | — | | | | | | | | | | | | (44,905) | | |
Income tax expense (benefit)
|
| | | | | | | | | | 51 | | | | | | | | | | | | 140 | | | | | | (Q) | | | | | | 191 | | | | | | | | | | | | | | | | | | 191 | | |
Net loss
|
| | | | (51) | | | | | | (47,258) | | | | | | — | | | | | | 2,213 | | | | | | | | | | | | (45,095) | | | | | | — | | | | | | | | | | | | (45,095) | | |
Net loss attributable to noncontrolling
interest |
| | | | — | | | | | | — | | | | | | — | | | | | | (21,770) | | | | | | (R) | | | | | | (21,770) | | | | | | (706) | | | | | | (R) | | | | | | (22,476) | | |
Net loss attributable to Vacasa, Inc.
|
| | | $ | (51) | | | | | $ | (47,258) | | | | | $ | — | | | | | $ | 23,983 | | | | | | | | | | | $ | (23,325) | | | | | $ | 706 | | | | | | | | | | | $ | (22,620) | | |
Net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares – basic and diluted
|
| | | $ | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | (T) | | | | | $ | (0.10) | | | | | | | | | | | | (T) | | | | | $ | (0.11) | | |
Weighted average shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares – basic and diluted
|
| | | | 17,203,065 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 229,030,510 | | | | | | | | | | | | | | | | | | 215,160,131 | | |
| | |
TPG Pace
Solutions Corp. (Historical) |
| |
Vacasa
Holdings Adjusted (Pro Forma Combined) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| |||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 585,848 | | | | | | | | | | | | | | | | | | | | | | | $ | 585,848 | | | | | | | | | | | | | | | | | $ | 585,848 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | | | | | | | 292,673 | | | | | | | | | | | | | | | | | | | | | | | | 292,673 | | | | | | | | | | | | | | | | | | 292,673 | | |
Operations and support
|
| | | | | | | | | | 140,544 | | | | | | | | | | | | | | | | | | | | | | | | 140,544 | | | | | | | | | | | | | | | | | | 140,544 | | |
Technology and development
|
| | | | | | | | | | 33,503 | | | | | | | | | | | | | | | | | | | | | | | | 33,503 | | | | | | | | | | | | | | | | | | 33,503 | | |
Sales and marketing
|
| | | | | | | | | | 104,532 | | | | | | | | | | | | | | | | | | | | | | | | 104,532 | | | | | | | | | | | | | | | | | | 104,532 | | |
General and administrative
|
| | | | | | | | | | 77,445 | | | | | | — | | | | | | 30,662 | | | | | | (U) | | | | | | 114,607 | | | | | | | | | | | | | | | | | | 114,607 | | |
| | | | | | | | | | | | | | | | | | | | | | | 6,500 | | | | | | (W) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | | | | | | | 16,033 | | | | | | | | | | | | | | | | | | | | | | | | 16,033 | | | | | | | | | | | | | | | | | | 16,033 | | |
Amortization of intangible assets
|
| | | | | | | | | | 44,577 | | | | | | | | | | | | | | | | | | | | | | | | 44,577 | | | | | | | | | | | | | | | | | | 44,577 | | |
Formation costs
|
| | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total operating costs and expenses
|
| | | | — | | | | | | 709,306 | | | | | | — | | | | | | 37,162 | | | | | | | | | | | | 746,468 | | | | | | — | | | | | | | | | | | | 746,468 | | |
Loss from operations
|
| | | | — | | | | | | (123,459) | | | | | | — | | | | | | (37,162) | | | | | | | | | | | | (160,621) | | | | | | — | | | | | | | | | | | | (160,621) | | |
Interest income
|
| | | | — | | | | | | 467 | | | | | | | | | | | | | | | | | | | | | | | | 467 | | | | | | | | | | | | | | | | | | 467 | | |
Interest expense
|
| | | | | | | | | | (7,907) | | | | | | | | | | | | 7,907 | | | | | | (P) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Other income (expense), net
|
| | | | | | | | | | (5,578) | | | | | | | | | | | | | | | | | | | | | | | | (5,578) | | | | | | | | | | | | | | | | | | (5,578) | | |
Loss before income taxes
|
| | | | — | | | | | | (136,477) | | | | | | — | | | | | | (29,255) | | | | | | | | | | | | (165,732) | | | | | | — | | | | | | | | | | | | (165,732) | | |
Income tax expense (benefit)
|
| | | | | | | | | | (187) | | | | | | | | | | | | 252 | | | | | | (Q) | | | | | | 65 | | | | | | | | | | | | | | | | | | 65 | | |
Net loss
|
| | | | — | | | | | | (136,290) | | | | | | — | | | | | | (29,507) | | | | | | | | | | | | (165,797) | | | | | | — | | | | | | | | | | | | (165,797) | | |
Net loss attributable to noncontrolling
interest |
| | | | — | | | | | | — | | | | | | — | | | | | | (80,039) | | | | | | (R) | | | | | | (80,039) | | | | | | (2,595) | | | | | | (R) | | | | | | (82,633) | | |
Net loss attributable to Vacasa, Inc.
|
| | | $ | — | | | | | $ | (136,290) | | | | | $ | — | | | | | $ | 50,532 | | | | | | | | | | | $ | (85,758) | | | | | $ | 2,595 | | | | | | | | | | | $ | (83,164) | | |
Net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares – basic and diluted
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | (T) | | | | | $ | (0.37) | | | | | | | | | | | | (T) | | | | | $ | (0.39) | | |
Weighted average shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares – basic and diluted
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 229,030,510 | | | | | | | | | | | | | | | | | | 215,160,131 | | |
| | |
No
Redemption Scenario |
| |
Maximum
Redemptions Scenario |
| ||||||||||||||||||
| | |
Economic
Interests |
| |
% of
Economic Interests |
| |
Economic
Interests |
| |
% of
Economic Interests |
| ||||||||||||
Vacasa Class A Common Stock
|
| | | | 229,030,510 | | | | | | 51.7% | | | | | | 215,160,131 | | | | | | 50.2% | | |
Vacasa Holdings OpCo Units
|
| | | | 213,755,791 | | | | | | 48.3% | | | | | | 213,788,816 | | | | | | 49.8% | | |
| | | | | 442,786,301 | | | | | | 100.0% | | | | | | 428,948,947 | | | | | | 100.0% | | |
(amounts in thousands)
|
| |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||||||||||||||
|
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||||
Pro forma Net loss
|
| | | | (45,095) | | | | | | (45,095) | | | | | | (165,797) | | | | | | (165,797) | | |
Redeemable noncontrolling interest percentage
|
| | | | 48.3% | | | | | | 49.8% | | | | | | 48.3% | | | | | | 49.8% | | |
Redeemable noncontrolling interest pro forma adjustment
|
| | | | (21,770) | | | | | | (22,476) | | | | | | (80,039) | | | | | | (82,633) | | |
Net loss attributable to Vacasa, Inc.
|
| | | | (23,325) | | | | | | (22,620) | | | | | | (85,758) | | | | | | (83,164) | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||||||||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma net loss attributable to Vacasa, Inc.
|
| | | | (23,325) | | | | | | (22,620) | | | | | | (85,758) | | | | | | (83,164) | | |
Weighted average Class A Common Stock outstanding, basic and diluted
|
| | | | 229,030,510 | | | | | | 215,160,131 | | | | | | 229,030,510 | | | | | | 215,160,131 | | |
Net loss per share of Class A Common Stock, basic and diluted
|
| | | | (0.10) | | | | | | (0.11) | | | | | | (0.37) | | | | | | (0.39) | | |
TPG Pace Public Stockholders
|
| | | | 28,500,000 | | | | | | 15,094,348 | | | | | | 28,500,000 | | | | | | 15,094,348 | | |
Vacasa Holdings Class A Shareholders
|
| | | | 175,177,171 | | | | | | 175,140,536 | | | | | | 175,177,171 | | | | | | 175,140,536 | | |
Sponsor and Affiliates
|
| | | | 6,921,755 | | | | | | 6,493,663 | | | | | | 6,921,755 | | | | | | 6,493,663 | | |
PIPE Investors
|
| | | | 8,157,896 | | | | | | 8,157,896 | | | | | | 8,157,896 | | | | | | 8,157,896 | | |
Forward Purchasers (excluding Affiliates)
|
| | | | 10,273,688 | | | | | | 10,273,688 | | | | | | 10,273,688 | | | | | | 10,273,688 | | |
Pro forma shares outstanding, basic and
diluted |
| | | | 229,030,510 | | | | | | 215,160,131 | | | | | | 229,030,510 | | | | | | 215,160,131 | | |
| | |
Vacasa
Holdings Historical |
| |
TurnKey
Historical, As Adjusted |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Vacasa
Holdings, as adjusted Pro Forma Combined |
| |||||||||||||||
Assets | | | | | | | |||||||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Cash and cash equivalents
|
| | | $ | 290,282 | | | | | $ | 47,009 | | | | | $ | (45,000) | | | | | | (a) | | | | | $ | 274,823 | | |
| | | | | | | | | | | | | | | | | (10,920) | | | | | | (b) | | | | | | | | |
| | | | | | | | | | | | | | | | | (6,548) | | | | | | (c) | | | | | | | | |
Restricted cash
|
| | | | 135,149 | | | | | | 14,444 | | | | | | — | | | | | | | | | | | | 149,593 | | |
Accounts receivable, net
|
| | | | 13,140 | | | | | | 3,507 | | | | | | — | | | | | | | | | | | | 16,647 | | |
Prepaid expenses and other current assets
|
| | | | 14,994 | | | | | | 3,145 | | | | | | 6,420 | | | | | | (c) | | | | | | 22,608 | | |
| | | | | | | | | | | | | | | | | (1,663) | | | | | | (d) | | | | | | | | |
| | | | | | | | | | | | | | | | | (288) | | | | | | (e) | | | | | | | | |
Total current assets
|
| | | | 453,565 | | | | | | 68,105 | | | | | | (57,999) | | | | | | | | | | | | 463,671 | | |
Property and equipment, net
|
| | | | 62,617 | | | | | | 1,601 | | | | | | (687) | | | | | | (f) | | | | | | 63,531 | | |
Intangible assets, net
|
| | | | 87,159 | | | | | | 68 | | | | | | 107,532 | | | | | | (g) | | | | | | 194,759 | | |
Goodwill
|
| | | | 125,963 | | | | | | — | | | | | | 509,482 | | | | | | (h) | | | | | | 635,445 | | |
Other long-term assets
|
| | | | 11,807 | | | | | | 1,032 | | | | | | (1,032) | | | | | | (d) | | | | | | 11,807 | | |
Total assets
|
| | | $ | 741,111 | | | | | $ | 70,807 | | | | | $ | 557,296 | | | | | | | | | | | $ | 1,369,213 | | |
Liabilities, Redeemable Convertible Preferred Units, and Member’ Deficit
|
| | | | | | | | | | | | | | |
|
—
|
| | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 28,859 | | | | | $ | 9,257 | | | | | $ | (7,396) | | | | | | (b) | | | | | $ | 30,739 | | |
| | | | | | | | | | | | | | | | | 19 | | | | | | (i) | | | | | | | | |
Funds payable to owners
|
| | | | 185,905 | | | | | | 20,084 | | | | | | — | | | | | | | | | | | | 205,989 | | |
Hospitality and sales tax payable
|
| | | | 40,816 | | | | | | 5,003 | | | | | | (40) | | | | | | (j) | | | | | | 45,779 | | |
Deferred revenue
|
| | | | 118,533 | | | | | | 8,619 | | | | | | (1,733) | | | | | | (k) | | | | | | 125,419 | | |
Future stay credits
|
| | | | 26,496 | | | | | | 10,601 | | | | | | — | | | | | | | | | | | | 37,097 | | |
Accrued expenses and other current liabilities
|
| | | | 57,261 | | | | | | 7,595 | | | | | | (33) | | | | | | (l) | | | | | | 62,955 | | |
| | | | | | | | | | | | | | | | | (1,868) | | | | | | (b) | | | | | | | | |
Total current liabilities
|
| | | | 457,870 | | | | | | 61,159 | | | | | | (11,502) | | | | | | | | | | | | 507,977 | | |
Long-term debt, net of issuance costs
|
| | | | 113,617 | | | | | | — | | | | | | — | | | | | | | | | | | | 113,617 | | |
Other long-term liabilities
|
| | | | 23,185 | | | | | | — | | | | | | 5,850 | | | | | | (m) | | | | | | 29,035 | | |
Total liabilities
|
| | | $ | 594,672 | | | | | $ | 61,159 | | | | | $ | (5,202) | | | | | | | | | | | $ | 650,629 | | |
Commitments and contingencies
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred units
|
| | | | 1,198,080 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,198,080 | | |
Redeemable convertible preferred stock
|
| | | | — | | | | | | 105,383 | | | | | | (105,383) | | | | | | (a) | | | | | | — | | |
| | |
Vacasa
Holdings Historical |
| |
TurnKey
Historical, As Adjusted |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Vacasa
Holdings, as adjusted Pro Forma Combined |
| |||||||||||||||
Members’ Deficit: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock:
|
| | | | — | | | | | | 2 | | | | | | (2) | | | | | | (a) | | | | | | — | | |
Additional paid-in capital
|
| | | | — | | | | | | 1,292 | | | | | | (1,292) | | | | | | (a) | | | | | | 573,800 | | |
| | | | | | | | | | | | | | | | | 573,800 | | | | | | (a) | | | | | | | | |
Accumulated deficit
|
| | | | (1,051,577) | | | | | | (97,029) | | | | | | 97,029 | | | | | | (a) | | | | | | (1,053,233) | | |
| | | | | | | | | | | | | | | | | (1,656) | | | | | | (b) | | | | | | | | |
Accumulated other comprehensive income (loss)
|
| | | | (64) | | | | | | — | | | | | | — | | | | | | | | | | | | (64) | | |
Total members’ deficit
|
| | | | (1,051,641) | | | | | | (95,735) | | | | | | 667,880 | | | | | | | | | | | | (479,497) | | |
Total liabilities, redeemable convertible preferred units and members’ deficit
|
| | | $ | 741,111 | | | | | $ | 70,807 | | | | | $ | 557,295 | | | | | | | | | | | $ | 1,369,213 | | |
|
| | |
Vacasa
Holdings Historical |
| |
TurnKey
Historical, As Adjusted |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Vacasa
Holdings, as adjusted Pro Forma Combined |
| |||||||||||||||
Revenue
|
| | | $ | 129,418 | | | | | $ | 31,562 | | | | | $ | — | | | | | | | | | | | $ | 160,980 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | 75,626 | | | | | | 11,406 | | | | | | — | | | | | | | | | | | | 87,032 | | |
Operations and support
|
| | | | 30,336 | | | | | | 7,141 | | | | | | — | | | | | | | | | | | | 37,477 | | |
Technology and development
|
| | | | 7,496 | | | | | | 1,946 | | | | | | — | | | | | | | | | | | | 9,442 | | |
Sales and marketing
|
| | | | 25,540 | | | | | | 7,584 | | | | | | — | | | | | | | | | | | | 33,124 | | |
General and administrative
|
| | | | 21,423 | | | | | | 5,886 | | | | | | (9,776) | | | | | | (n) | | | | | | 17,533 | | |
Depreciation
|
| | | | 4,065 | | | | | | 241 | | | | | | (102) | | | | | | (o) | | | | | | 4,204 | | |
Amortization of intangible assets
|
| | | | 4,725 | | | | | | — | | | | | | 5,115 | | | | | | (p) | | | | | | 9,840 | | |
Total operating costs and expenses
|
| | | | 169,211 | | | | | | 34,203 | | | | | | (4,763) | | | | | | | | | | | | 198,652 | | |
Loss from operations
|
| | | | (39,793) | | | | | | (2,642) | | | | | | 4,763 | | | | | | | | | | | | (37,672) | | |
Interest income
|
| | | | 13 | | | | | | 4 | | | | | | — | | | | | | | | | | | | 17 | | |
Interest expense
|
| | | | (2,831) | | | | | | (60) | | | | | | 60 | | | | | | (q) | | | | | | (2,831) | | |
Other income (expense), net
|
| | | | (6,721) | | | | | | — | | | | | | — | | | | | | | | | | | | (6,721) | | |
Loss before income taxes
|
| | | | (49,332) | | | | | | (2,698) | | | | | | 4,823 | | | | | | | | | | | | (47,207) | | |
Income tax expense (benefit)
|
| | | | (39) | | | | | | 90 | | | | | | — | | | | | | | | | | | | 51 | | |
Net loss
|
| | | $ | (49,293) | | | | | $ | (2,788) | | | | | $ | 4,823 | | | | | | | | | | | $ | (47,258) | | |
| | |
Vacasa
Holdings Historical |
| |
TurnKey
Historical, As Adjusted |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Vacasa
Holdings, as adjusted Pro Forma Combined |
| |||||||||||||||
Revenue
|
| | | $ | 491,760 | | | | | $ | 94,088 | | | | | $ | — | | | | | | | | | | | $ | 585,848 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | 256,086 | | | | | | 36,587 | | | | | | — | | | | | | | | | | | | 292,673 | | |
Operations and support
|
| | | | 116,192 | | | | | | 24,352 | | | | | | — | | | | | | | | | | | | 140,544 | | |
Technology and development
|
| | | | 27,030 | | | | | | 6,473 | | | | | | — | | | | | | | | | | | | 33,503 | | |
Sales and marketing
|
| | | | 79,971 | | | | | | 24,561 | | | | | | — | | | | | | | | | | | | 104,532 | | |
General and administrative
|
| | | | 57,587 | | | | | | 8,427 | | | | | | 11,432 | | | | | | (r) | | | | | | 77,445 | | |
Depreciation
|
| | | | 15,483 | | | | | | 958 | | | | | | (408) | | | | | | (o) | | | | | | 16,033 | | |
Amortization of intangible assets
|
| | | | 18,817 | | | | | | — | | | | | | 25,760 | | | | | | (p) | | | | | | 44,577 | | |
Total operating costs and expenses
|
| | | | 571,166 | | | | | | 101,357 | | | | | | 36,784 | | | | | | | | | | | | 709,306 | | |
Loss from operations
|
| | | | (79,406) | | | | | | (7,269) | | | | | | (36,784) | | | | | | | | | | | | (123,459) | | |
Interest income
|
| | | | 385 | | | | | | 82 | | | | | | — | | | | | | | | | | | | 467 | | |
Interest expense
|
| | | | (7,907) | | | | | | (274) | | | | | | 274 | | | | | | (q) | | | | | | (7,907) | | |
Other income (expense), net
|
| | | | (5,725) | | | | | | 147 | | | | | | — | | | | | | | | | | | | (5,578) | | |
Loss before income taxes
|
| | | | (92,653) | | | | | | (7,314) | | | | | | (36,509) | | | | | | | | | | | | (136,477) | | |
Income tax expense (benefit)
|
| | | | (315) | | | | | | 128 | | | | | | — | | | | | | | | | | | | (187) | | |
Net loss
|
| | | $ | (92,338) | | | | | $ | (7,442) | | | | | $ | (36,509) | | | | | | | | | | | $ | (136,290) | | |
| | |
TurnKey
Historical, Before Reclassifications |
| |
Reclassifications
|
| |
TurnKey
Historical, As Adjusted |
| |||||||||
Assets | | | | | |||||||||||||||
Current assets: | | | | | |||||||||||||||
Cash and cash equivalents
|
| | | $ | 37,846 | | | | | $ | 9,163 | | | | | $ | 47,009 | | |
Restricted cash
|
| | | | — | | | | | | 14,444 | | | | | | 14,444 | | |
Funds held on behalf of property owners
|
| | | | 23,607 | | | | | | (23,607) | | | | | | — | | |
Accounts receivable, net
|
| | | | 3,507 | | | | | | | | | | | | 3,507 | | |
Capital contract costs, net
|
| | | | 1,663 | | | | | | (1,663) | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | 1,482 | | | | | | 1,663 | | | | | | 3,145 | | |
Total current assets
|
| | | | 68,105 | | | | | | — | | | | | | 68,105 | | |
Capitalized contract costs, net
|
| | | | 1,032 | | | | | | (1,032) | | | | | | — | | |
Property and equipment, net
|
| | | | 1,601 | | | | | | — | | | | | | 1,601 | | |
Other assets
|
| | | | 68 | | | | | | (68) | | | | | | — | | |
Intangibles, net
|
| | | | | | | | | | 68 | | | | | | 68 | | |
Other long-term assets
|
| | | | | | | | | | 1,032 | | | | | | 1,032 | | |
Total assets
|
| | | $ | 70,807 | | | | | $ | — | | | | | $ | 70,807 | | |
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,921 | | | | | $ | 7,336 | | | | | $ | 9,257 | | |
Accrued expenses and other current liabilities
|
| | | | 9,710 | | | | | | (2,115) | | | | | | 7,595 | | |
Liability for funds held on behalf of property owners
|
| | | | 31,628 | | | | | | (31,628) | | | | | | — | | |
Funds payable to owners
|
| | | | | | | | | | 20,084 | | | | | | 20,084 | | |
Hospitality and sales taxes payable
|
| | | | | | | | | | 5,003 | | | | | | 5,003 | | |
Deferred revenue
|
| | | | 11,480 | | | | | | (2,861) | | | | | | 8,619 | | |
Future Stay Credits
|
| | | | — | | | | | | 10,601 | | | | | | 10,601 | | |
Paycheck Protection Program loan
|
| | | | 6,420 | | | | | | (6,420) | | | | | | — | | |
Total current liabilities
|
| | | | 61,159 | | | | | | — | | | | | | 61,159 | | |
Total liabilities
|
| | | $ | 61,159 | | | | | $ | — | | | | | $ | 61,159 | | |
Commitments and contingencies
|
| | | | | | | | | | | | | | | | | | |
Total redeemable convertible preferred stock
|
| | | | 105,383 | | | | | | — | | | | | | 105,383 | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | 2 | | | | | | — | | | | | | 2 | | |
Additional paid in capital
|
| | | | 1,292 | | | | | | — | | | | | | 1,292 | | |
Accumulated deficit
|
| | | | (97,029) | | | | | | | | | | | | (97,029) | | |
Total stockholders’ (deficit)
|
| | | | (95,735) | | | | | | — | | | | | | (95,735) | | |
Total liabilities, redeemable convertible preferred stock and
stockholders’ equity (deficit) |
| | | $ | 70,807 | | | | | $ | — | | | | | $ | 70,807 | | |
| | |
TurnKey
Historical, Before Reclassifications |
| |
Reclassifications
|
| |
TurnKey
Historical, As Adjusted |
| |||||||||
Revenues
|
| | | $ | 30,618 | | | | | $ | 944 | | | | | $ | 31,562 | | |
Cost of revenues
|
| | | | 14,266 | | | | | | (14,266) | | | | | | — | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | | | | | | | 11,406 | | | | | | 11,406 | | |
Operations and support
|
| | | | | | | | | | 7,141 | | | | | | 7,141 | | |
Technology and development
|
| | | | | | | | | | 1,946 | | | | | | 1,946 | | |
Employee compensation and benefits
|
| | | | 9,936 | | | | | | (9,936) | | | | | | — | | |
Transaction costs
|
| | | | 3,495 | | | | | | (3,495) | | | | | | — | | |
General and administrative
|
| | | | 3,006 | | | | | | 2,880 | | | | | | 5,886 | | |
Sales and marketing
|
| | | | 2,025 | | | | | | 5,559 | | | | | | 7,584 | | |
Travel
|
| | | | 292 | | | | | | (292) | | | | | | — | | |
Depreciation and amortization
|
| | | | 241 | | | | | | (241) | | | | | | — | | |
Depreciation
|
| | | | | | | | | | 241 | | | | | | 241 | | |
Amortization of intangible assets
|
| | | | | | | | | | | | | | | | — | | |
Total operating expenses
|
| | | | 18,994 | | | | | | 15,210 | | | | | | 34,203 | | |
Loss from operations
|
| | | | (2,642) | | | | | | — | | | | | | (2,642) | | |
Other income (expense):
|
| | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 4 | | | | | | | | | | | | 4 | | |
Interest expense
|
| | | | (60) | | | | | | | | | | | | (60) | | |
Other expense, net
|
| | | | | | | | | | — | | | | | | — | | |
Total other income, net
|
| | | | (56) | | | | | | — | | | | | | (56) | | |
Loss before income taxes
|
| | | | (2,698) | | | | | | — | | | | | | (2,698) | | |
Income tax expense
|
| | | | 90 | | | | | | | | | | | | 90 | | |
Net loss
|
| | | $ | (2,788) | | | | | $ | — | | | | | $ | (2,788) | | |
| | |
TurnKey
Historical, Before Reclassifications |
| |
Reclassifications
|
| |
TurnKey
Historical, As Adjusted |
| |||||||||
Revenues
|
| | | $ | 93,214 | | | | | $ | 873 | | | | | $ | 94,088 | | |
Cost of revenues
|
| | | | 47,439 | | | | | | (47,439) | | | | | | — | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | | | | | | | 36,587 | | | | | | 36,587 | | |
Operations and support
|
| | | | | | | | | | 24,352 | | | | | | 24,352 | | |
Technology and development
|
| | | | | | | | | | 6,473 | | | | | | 6,473 | | |
Employee compensation and benefits
|
| | | | 34,306 | | | | | | (34,306) | | | | | | — | | |
General and administrative
|
| | | | 10,352 | | | | | | (1,925) | | | | | | 8,427 | | |
Sales and marketing
|
| | | | 5,975 | | | | | | 18,586 | | | | | | 24,561 | | |
Travel
|
| | | | 1,307 | | | | | | (1,307) | | | | | | — | | |
Depreciation and amortization
|
| | | | 958 | | | | | | (958) | | | | | | — | | |
Depreciation
|
| | | | | | | | | | 958 | | | | | | 958 | | |
Amortization of intangible assets
|
| | | | | | | | | | | | | | | | — | | |
Total operating expenses
|
| | | | 52,898 | | | | | | 48,459 | | | | | | 101,357 | | |
Loss from operations
|
| | | | (7,122) | | | | | | (147) | | | | | | (7,269) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 82 | | | | | | | | | | | | 82 | | |
Interest expense
|
| | | | (274) | | | | | | | | | | | | (274) | | |
Other income (expense), net
|
| | | | — | | | | | | 147 | | | | | | 147 | | |
Total other income, net
|
| | | | (192) | | | | | | 147 | | | | | | (45) | | |
Loss before income taxes
|
| | | | (7,314) | | | | | | — | | | | | | (7,314) | | |
Income tax expense
|
| | | | 128 | | | | | | | | | | | | 128 | | |
Net loss
|
| | | $ | (7,442) | | | | | $ | — | | | | | $ | (7,442) | | |
(In thousands)
|
| | | | | | |
Cash Consideration
|
| | | $ | 45,000 | | |
Fair Value of issued Common units of Vacasa Holdings
|
| | | | 573,800 | | |
Total purchase consideration paid
|
| | | $ | 618,800 | | |
Identifiable Intangible Assets
|
| |
Estimated
Fair Value (in thousands) |
| |
Estimated
Useful Life (in years) |
| |
Amortization
Expense For The Year Ended December 31, 2020 |
| |
Amortization
Expense For The Three Months Ended March 31, 2021 |
| ||||||||||||
Homeowner contracts
|
| | | $ | 102,300 | | | | | | 5 | | | | | $ | 20,460 | | | | | $ | 5,115 | | |
Database and listings
|
| | | | 3,400 | | | | | | 1 | | | | | | 3,400 | | | | | | — | | |
Trademark, trade name, brand name
|
| | | | 1,900 | | | | | | 1 | | | | | | 1,900 | | | | | | — | | |
| | | | $ | 107,600 | | | | | | | | | | | $ | 25,760 | | | | | $ | 5,115 | | |
Name
|
| |
Age
|
| |
Title
|
|
Karl Peterson | | |
50
|
| | Non-Executive Chairman and Director | |
David Bonderman | | |
78
|
| | Director | |
Julie Hong Clayton | | |
40
|
| | Director | |
Mark Fields | | |
60
|
| | Director | |
Kathleen Philips | | |
54
|
| | Director | |
Wendi Sturgis | | |
54
|
| | Director | |
Kneeland Youngblood
|
| |
65
|
| | Director | |
Eduardo Tamraz | | |
37
|
| | President | |
Martin Davidson | | |
44
|
| | Chief Financial Officer | |
Carlton Ellis | | |
35
|
| |
Executive Vice President of Corporate Development, Secretary
|
|
Illustrative Guest Stay
|
| | | | | | |
Rent: | | | | | | | |
Nightly rent
|
| | | $ | 175 | | |
Nights sold
|
| | | | 4 | | |
Total rent
|
| | | $ | 700 | | |
Guest and services fees(1)
|
| | | $ | 240 | | |
Lodging taxes
|
| | | $ | 60 | | |
Total collected from guest (Gross Booking Value)
|
| | | $ | 1,000 | | |
Less: Lodging taxes
|
| | | | (60) | | |
Less: Homeowner payout(2)
|
| | | $ | (490) | | |
Total Vacasa revenue
|
| | | $ | 450 | | |
| | |
Twelve
Months Ended |
| |
Three Months Ended
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except GBV
per Night Sold) |
| |
Dec. 31,
2019 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||||||||
Gross Booking Value (“GBV”)
|
| | | $ | 588,566 | | | | | $ | 935,447 | | | | | $ | 113,106 | | | | | $ | 136,978 | | | | | $ | 199,956 | | | | | $ | 138,526 | | | | | $ | 200,636 | | | | | $ | 148,153 | | | | | $ | 393,571 | | | | | $ | 193,087 | | | | | $ | 245,877 | | |
Nights Sold
|
| | | | 2,052 | | | | | | 3,005 | | | | | | 407 | | | | | | 487 | | | | | | 644 | | | | | | 514 | | | | | | 739 | | | | | | 449 | | | | | | 1,113 | | | | | | 704 | | | | | | 824 | | |
GBV per Night Sold
|
| | | $ | 287 | | | | | $ | 311 | | | | | $ | 278 | | | | | $ | 281 | | | | | $ | 310 | | | | | $ | 270 | | | | | $ | 271 | | | | | $ | 330 | | | | | $ | 354 | | | | | $ | 274 | | | | | $ | 298 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA
|
| | | $ | (15.1) | | | | | $ | (11.7) | | | | | $ | 2.8 | | | | | $ | (42.4) | | | | | $ | (24.8) | | | | | $ | (6.4) | | | | | $ | 25.4 | | | | | $ | (29.2) | | | | | $ | (23.7) | | |
Adjusted EBITDA % of Revenue
|
| | | | (28)% | | | | | | (18)% | | | | | | 3% | | | | | | (52)% | | | | | | (22)% | | | | | | (8)% | | | | | | 14% | | | | | | (27)% | | | | | | (18)% | | |
TTM Adjusted EBITDA
|
| | | $ | (53.3) | | | | | $ | (53.1) | | | | | $ | (49.8) | | | | | $ | (66.4) | | | | | $ | (76.1) | | | | | $ | (70.8) | | | | | $ | (48.1) | | | | | $ | (35.0) | | | | | $ | (33.9) | | |
TTM Adjusted EBITDA % of Revenue
|
| | | | (27)% | | | | | | (24)% | | | | | | (19)% | | | | | | (22)% | | | | | | (21)% | | | | | | (19)% | | | | | | (10)% | | | | | | (7)% | | | | | | (7)% | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss)
|
| | | $ | (18.0) | | | | | $ | (14.7) | | | | | $ | (0.7) | | | | | $ | (51.5) | | | | | $ | (36.9) | | | | | $ | (19.5) | | | | | $ | 9.4 | | | | | $ | (45.3) | | | | | $ | (49.3) | | |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and
amortization of intangible assets |
| | | | 2.9 | | | | | | 2.8 | | | | | | 2.9 | | | | | | 5.1 | | | | | | 8.4 | | | | | | 8.7 | | | | | | 8.8 | | | | | | 8.4 | | | | | | 8.8 | | |
Interest income
|
| | | | (0.3) | | | | | | (0.2) | | | | | | (0.2) | | | | | | (0.4) | | | | | | (0.3) | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | 0.3 | | | | | | 0.3 | | | | | | 0.4 | | | | | | 0.3 | | | | | | 0.2 | | | | | | 1.5 | | | | | | 3.1 | | | | | | 3.1 | | | | | | 2.8 | | |
Other income (expense), net
|
| | | | — | | | | | | 0.1 | | | | | | 0.2 | | | | | | 3.1 | | | | | | 0.3 | | | | | | 1.0 | | | | | | 3.0 | | | | | | 1.4 | | | | | | 6.7 | | |
Income tax benefit (expense)
|
| | | | 0.1 | | | | | | — | | | | | | 0.1 | | | | | | (0.3) | | | | | | (0.1) | | | | | | (0.1) | | | | | | (0.1) | | | | | | (0.1) | | | | | | — | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | 0.7 | | | | | | 1.2 | | | | | | 1.5 | | | | | | 0.8 | | |
Business combination costs(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6.2 | | |
Restructuring costs(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.6 | | | | | | 1.3 | | | | | | — | | | | | | 1.8 | | | | | | 0.2 | | |
Adjusted EBITDA
|
| | | $ | (15.1) | | | | | $ | (11.7) | | | | | $ | 2.8 | | | | | $ | (42.4) | | | | | $ | (24.8) | | | | | $ | (6.4) | | | | | $ | 25.4 | | | | | $ | (29.2) | | | | | $ | (23.7) | | |
| | |
Year ended
|
| |||||||||
| | |
Dec. 31, 2019
|
| |
Dec. 31, 2020
|
| ||||||
| | |
(in millions)
|
| |||||||||
Net Income (Loss)
|
| | | $ | (84.9) | | | | | $ | (92.3) | | |
Add back: | | | | | | | | | | | | | |
Depreciation and amortization of intangible assets
|
| | | | 13.7 | | | | | | 34.3 | | |
Interest income
|
| | | | (1.1) | | | | | | (0.4) | | |
Interest expense
|
| | | | 1.2 | | | | | | 7.9 | | |
Other income (expense), net
|
| | | | 3.4 | | | | | | 5.7 | | |
Income tax benefit (expense)
|
| | | | (0.1) | | | | | | (0.3) | | |
Equity-based compensation
|
| | | | 0.1 | | | | | | 3.3 | | |
Business combination costs(1)
|
| | | | 1.3 | | | | | | — | | |
Restructuring costs(2)
|
| | | | — | | | | | | 6.8 | | |
Adjusted EBITDA
|
| | | $ | (66.4) | | | | | $ | (35.0) | | |
| | |
Year Ended
December 31, |
| |
Three Months Ended
March 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 299,281 | | | | | $ | 491,760 | | | | | $ | 113,389 | | | | | $ | 129,418 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below(1)
|
| | | | 164,466 | | | | | | 256,086 | | | | | | 62,790 | | | | | | 75,626 | | |
Operations and support(1)
|
| | | | 78,782 | | | | | | 116,192 | | | | | | 31,400 | | | | | | 30,336 | | |
Technology and development(1)
|
| | | | 16,929 | | | | | | 27,030 | | | | | | 8,546 | | | | | | 7,496 | | |
Sales and marketing(1)
|
| | | | 70,584 | | | | | | 79,971 | | | | | | 26,715 | | | | | | 25,540 | | |
General and administrative(1)
|
| | | | 36,289 | | | | | | 57,587 | | | | | | 12,345 | | | | | | 21,423 | | |
Depreciation
|
| | | | 5,705 | | | | | | 15,483 | | | | | | 3,610 | | | | | | 4,065 | | |
Amortization of intangible assets
|
| | | | 7,984 | | | | | | 18,817 | | | | | | 4,781 | | | | | | 4,725 | | |
Total costs and expenses
|
| | | | 380,739 | | | | | | 571,166 | | | | | | 150,187 | | | | | | 169,211 | | |
Loss from operations
|
| | | | (81,458) | | | | | | (79,406) | | | | | | (36,798) | | | | | | (39,793) | | |
Interest income
|
| | | | 1,050 | | | | | | 385 | | | | | | 335 | | | | | | 13 | | |
Interest expense
|
| | | | (1,186) | | | | | | (7,907) | | | | | | (219) | | | | | | (2,831) | | |
Other income (expense), net
|
| | | | (3,354) | | | | | | (5,725) | | | | | | (333) | | | | | | (6,721) | | |
Net loss before income tax
|
| | | | (84,948) | | | | | | (92,653) | | | | | | (37,015) | | | | | | (49,332) | | |
Income tax (benefit) expense
|
| | | | (76) | | | | | | (315) | | | | | | (79) | | | | | | (39) | | |
Net loss
|
| | | $ | (84,872) | | | | | $ | (92,338) | | | | | $ | (36,936) | | | | | $ | (49,293) | | |
| | |
Year Ended
December 31, |
| |
Three Months Ended
March 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
Cost of revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operations and support
|
| | | | — | | | | | | 252 | | | | | | — | | | | | | 31 | | |
Technology and development
|
| | | | — | | | | | | 641 | | | | | | — | | | | | | 167 | | |
Sales and marketing
|
| | | | — | | | | | | 372 | | | | | | — | | | | | | 239 | | |
General and administrative
|
| | | | 69 | | | | | | 2,084 | | | | | | — | | | | | | 406 | | |
Total equity-based compensation expense
|
| | | $ | 69 | | | | | $ | 3,349 | | | | | $ | — | | | | | $ | 843 | | |
| | |
Year Ended
December 31, |
| |
Three Months Ended
March 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
Revenue
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown
separately below |
| | | | 55% | | | | | | 52% | | | | | | 55% | | | | | | 58% | | |
Operations and support
|
| | | | 26% | | | | | | 24% | | | | | | 28% | | | | | | 23% | | |
Technology and development
|
| | | | 6% | | | | | | 5% | | | | | | 8% | | | | | | 6% | | |
Sales and marketing
|
| | | | 24% | | | | | | 16% | | | | | | 24% | | | | | | 20% | | |
General and administrative
|
| | | | 12% | | | | | | 12% | | | | | | 11% | | | | | | 17% | | |
Depreciation
|
| | | | 2% | | | | | | 3% | | | | | | 3% | | | | | | 3% | | |
Amortization of intangible assets
|
| | | | 3% | | | | | | 4% | | | | | | 4% | | | | | | 4% | | |
Total costs and expenses
|
| | | | 127% | | | | | | 116% | | | | | | 132% | | | | | | 131% | | |
Loss from operations
|
| | | | (27)% | | | | | | (16)% | | | | | | (32)% | | | | | | (31)% | | |
Interest income
|
| | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | |
Interest expense
|
| | | | —% | | | | | | (2)% | | | | | | —% | | | | | | (2)% | | |
Other income (expense), net
|
| | | | (1)% | | | | | | (1)% | | | | | | —% | | | | | | (5)% | | |
Net loss before income tax
|
| | | | (28)% | | | | | | (19)% | | | | | | (33)% | | | | | | (38)% | | |
Income tax (benefit) expense
|
| | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | |
Net loss
|
| | | | (28)% | | | | | | (19)% | | | | | | (33)% | | | | | | (38)% | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Cost of revenue, exclusive of depreciation and amortization
|
| | | $ | 62,790 | | | | | $ | 75,626 | | | | | $ | 12,836 | | | | | | 20% | | |
Percentage of revenue
|
| | | | 55.4% | | | | | | 58.4% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Operations and support
|
| | | $ | 31,400 | | | | | $ | 30,336 | | | | | $ | (1,064) | | | | | | (3)% | | |
Percentage of revenue
|
| | | | 27.7% | | | | | | 23.4% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Technology and development
|
| | | $ | 8,546 | | | | | $ | 7,496 | | | | | $ | (1,050) | | | | | | (12)% | | |
Percentage of revenue
|
| | | | 7.5% | | | | | | 5.8% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Sales and marketing
|
| | | $ | 26,715 | | | | | $ | 25,540 | | | | | $ | (1,175) | | | | | | (4)% | | |
Percentage of revenue
|
| | | | 23.6% | | | | | | 19.7% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
General and administrative
|
| | | $ | 12,345 | | | | | $ | 21,423 | | | | | $ | 9,078 | | | | | | 74% | | |
Percentage of revenue
|
| | | | 10.9% | | | | | | 16.6% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Depreciation
|
| | | $ | 3,610 | | | | | $ | 4,065 | | | | | $ | 455 | | | | | | 13% | | |
Percentage of revenue
|
| | | | 3.2% | | | | | | 3.1% | | | | | | | | | | | | | | |
Amortization of intangible assets
|
| | | $ | 4,781 | | | | | $ | 4,725 | | | | | $ | (56) | | | | | | (1)% | | |
Percentage of revenue
|
| | | | 4.2% | | | | | | 3.7% | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Interest income
|
| | | $ | 335 | | | | | $ | 13 | | | | | $ | (322) | | | | | | (96)% | | |
Percentage of revenue
|
| | | | —% | | | | | | —% | | | | | | | | | | | | | | |
Interest expense
|
| | | $ | (219) | | | | | $ | (2,831) | | | | | $ | (2,612) | | | | | | 1,193% | | |
Percentage of revenue
|
| | | | —% | | | | | | (2)% | | | | | | | | | | | | | | |
Other income (expense), net
|
| | | $ | (333) | | | | | $ | (6,721) | | | | | $ | (6,388) | | | | | | 1,918% | | |
Percentage of revenue
|
| | | | —% | | | | | | (5)% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 299,281 | | | | | $ | 491,760 | | | | | $ | 192,479 | | | | | | 64% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Cost of revenue, exclusive of depreciation and amortization
|
| | | $ | 164,466 | | | | | $ | 256,086 | | | | | $ | 91,620 | | | | | | 56% | | |
Percentage of revenue
|
| | | | 55.0% | | | | | | 52.1% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Operations and support
|
| | | $ | 78,782 | | | | | $ | 116,192 | | | | | $ | 37,410 | | | | | | 47% | | |
Percentage of revenue
|
| | | | 26.3% | | | | | | 23.6% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Technology and development
|
| | | $ | 16,929 | | | | | $ | 27,030 | | | | | $ | 10,101 | | | | | | 60% | | |
Percentage of revenue
|
| | | | 5.7% | | | | | | 5.5% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Sales and marketing
|
| | | $ | 70,584 | | | | | $ | 79,971 | | | | | $ | 9,387 | | | | | | 13% | | |
Percentage of revenue
|
| | | | 23.6% | | | | | | 16.3% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
General and administrative
|
| | | $ | 36,289 | | | | | $ | 57,587 | | | | | $ | 21,298 | | | | | | 59% | | |
Percentage of revenue
|
| | | | 12.1% | | | | | | 11.7% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Depreciation
|
| | | $ | 5,705 | | | | | $ | 15,483 | | | | | $ | 9,778 | | | | | | 171% | | |
Percentage of revenue
|
| | | | 1.9% | | | | | | 3.1% | | | | | | | | | | | | | | |
Amortization of intangible assets
|
| | | $ | 7,984 | | | | | $ | 18,817 | | | | | $ | 10,833 | | | | | | 136% | | |
Percentage of revenue
|
| | | | 2.7% | | | | | | 3.8% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Interest income
|
| | | $ | 1,050 | | | | | $ | 385 | | | | | $ | (665) | | | | | | (63)% | | |
Percentage of revenue
|
| | | | 0.4% | | | | | | 0.1% | | | | | | | | | | | | | | |
Interest expense
|
| | | $ | (1,186) | | | | | $ | (7,907) | | | | | $ | (6,721) | | | | | | 567% | | |
Percentage of revenue
|
| | | | (0.4)% | | | | | | (1.6)% | | | | | | | | | | | | | | |
Other income (expense), net
|
| | | $ | (3,354) | | | | | $ | (5,725) | | | | | $ | (2,371) | | | | | | 71% | | |
Percentage of revenue
|
| | | | (1.1)% | | | | | | (1.2)% | | | | | | | | | | | | | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 53.1 | | | | | $ | 66.8 | | | | | $ | 97.7 | | | | | $ | 81.7 | | | | | $ | 113.4 | | | | | $ | 83.3 | | | | | $ | 186.1 | | | | | $ | 108.9 | | | | | $ | 129.4 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of
depreciation and amortization shown separately below(1) |
| | | | 29.9 | | | | | | 35.6 | | | | | | 46.5 | | | | | | 52.5 | | | | | | 62.8 | | | | | | 41.6 | | | | | | 82.7 | | | | | | 69.0 | | | | | | 75.6 | | |
Operations and support(1)
|
| | | | 14.8 | | | | | | 16.9 | | | | | | 18.4 | | | | | | 28.7 | | | | | | 31.4 | | | | | | 21.1 | | | | | | 34.7 | | | | | | 29.0 | | | | | | 30.3 | | |
Technology and development(1)
|
| | | | 3.5 | | | | | | 3.4 | | | | | | 3.6 | | | | | | 6.4 | | | | | | 8.5 | | | | | | 4.1 | | | | | | 6.8 | | | | | | 7.6 | | | | | | 7.5 | | |
Sales and marketing(1)
|
| | | | 13.2 | | | | | | 16.2 | | | | | | 17.6 | | | | | | 23.6 | | | | | | 26.7 | | | | | | 13.6 | | | | | | 22.5 | | | | | | 17.2 | | | | | | 25.5 | | |
General and administrative(1)
|
| | | | 6.8 | | | | | | 6.5 | | | | | | 8.8 | | | | | | 14.2 | | | | | | 12.3 | | | | | | 11.4 | | | | | | 15.3 | | | | | | 18.6 | | | | | | 21.4 | | |
Depreciation
|
| | | | 1.0 | | | | | | 1.1 | | | | | | 1.6 | | | | | | 2.0 | | | | | | 3.7 | | | | | | 3.8 | | | | | | 3.9 | | | | | | 4.1 | | | | | | 4.1 | | |
Amortization of intangible assets
|
| | | | 1.9 | | | | | | 1.7 | | | | | | 1.3 | | | | | | 3.1 | | | | | | 4.8 | | | | | | 4.9 | | | | | | 4.8 | | | | | | 4.3 | | | | | | 4.7 | | |
Total operating costs and expenses
|
| | | | 71.1 | | | | | | 81.4 | | | | | | 97.8 | | | | | | 130.5 | | | | | | 150.2 | | | | | | 100.5 | | | | | | 170.7 | | | | | | 149.8 | | | | | | 169.2 | | |
Income (loss) from operations
|
| | | | (18.0) | | | | | | (14.6) | | | | | | (0.1) | | | | | | (48.8) | | | | | | (36.8) | | | | | | (17.2) | | | | | | 15.4 | | | | | | (40.9) | | | | | | (39.8) | | |
Interest income
|
| | | | 0.3 | | | | | | 0.2 | | | | | | 0.2 | | | | | | 0.4 | | | | | | 0.3 | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (0.3) | | | | | | (0.3) | | | | | | (0.4) | | | | | | (0.3) | | | | | | (0.2) | | | | | | (1.5) | | | | | | (3.1) | | | | | | (3.1) | | | | | | (2.8) | | |
Other income (expense), net
|
| | | | — | | | | | | (0.1) | | | | | | (0.2) | | | | | | (3.1) | | | | | | (0.3) | | | | | | (1.0) | | | | | | (3.0) | | | | | | (1.4) | | | | | | (6.7) | | |
Net income (loss) before income
tax |
| | | | (17.9) | | | | | | (14.7) | | | | | | (0.6) | | | | | | (51.7) | | | | | | (37.0) | | | | | | (19.6) | | | | | | 9.3 | | | | | | (45.4) | | | | | | (49.3) | | |
Income tax (benefit) expense
|
| | | | 0.1 | | | | | | — | | | | | | 0.1 | | | | | | (0.3) | | | | | | (0.1) | | | | | | (0.1) | | | | | | (0.1) | | | | | | (0.1) | | | | | | — | | |
Net income (loss)
|
| | | $ | (18.0) | | | | | $ | (14.7) | | | | | $ | (0.7) | | | | | $ | (51.5) | | | | | $ | (36.9) | | | | | $ | (19.5) | | | | | $ | 9.4 | | | | | $ | (45.3) | | | | | $ | (49.3) | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operations and support
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | 0.1 | | | | | | — | | |
Technology and development
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 0.2 | | | | | | 0.2 | | |
Sales and marketing
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 0.3 | | | | | | 0.2 | | |
General and administrative
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | 0.7 | | | | | | 0.5 | | | | | | 0.9 | | | | | | 0.4 | | |
Total equity-based compensation
expense |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 0.1 | | | | | $ | — | | | | | $ | 0.7 | | | | | $ | 1.2 | | | | | $ | 1.5 | | | | | $ | 0.8 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Mar. 31,
2019 |
| |
Jun. 30,
2019 |
| |
Sep. 30,
2019 |
| |
Dec. 31,
2019 |
| |
Mar. 31,
2020 |
| |
Jun. 30,
2020 |
| |
Sep. 30,
2020 |
| |
Dec. 31,
2020 |
| |
Mar. 31,
2021 |
| |||||||||||||||||||||||||||
Revenue
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | 56% | | | | | | 53% | | | | | | 48% | | | | | | 64% | | | | | | 55% | | | | | | 50% | | | | | | 44% | | | | | | 63% | | | | | | 58% | | |
Operations and support
|
| | | | 28% | | | | | | 25% | | | | | | 19% | | | | | | 35% | | | | | | 28% | | | | | | 25% | | | | | | 19% | | | | | | 27% | | | | | | 23% | | |
Technology and content
|
| | | | 7% | | | | | | 5% | | | | | | 4% | | | | | | 8% | | | | | | 8% | | | | | | 5% | | | | | | 4% | | | | | | 7% | | | | | | 6% | | |
Sales and marketing
|
| | | | 25% | | | | | | 24% | | | | | | 18% | | | | | | 29% | | | | | | 24% | | | | | | 16% | | | | | | 12% | | | | | | 16% | | | | | | 20% | | |
General and administrative
|
| | | | 13% | | | | | | 10% | | | | | | 9% | | | | | | 17% | | | | | | 11% | | | | | | 14% | | | | | | 8% | | | | | | 17% | | | | | | 17% | | |
Depreciation
|
| | | | 2% | | | | | | 2% | | | | | | 2% | | | | | | 2% | | | | | | 3% | | | | | | 5% | | | | | | 2% | | | | | | 4% | | | | | | 3% | | |
Amortization of intangible assets
|
| | | | 4% | | | | | | 3% | | | | | | 1% | | | | | | 4% | | | | | | 4% | | | | | | 6% | | | | | | 3% | | | | | | 4% | | | | | | 4% | | |
Total operating costs and expenses
|
| | | | 134% | | | | | | 122% | | | | | | 100% | | | | | | 160% | | | | | | 132% | | | | | | 121% | | | | | | 92% | | | | | | 138% | | | | | | 131% | | |
Income (loss) from operations
|
| | | | (34)% | | | | | | (22)% | | | | | | —% | | | | | | (60)% | | | | | | (32)% | | | | | | (21)% | | | | | | 8% | | | | | | (38)% | | | | | | (31)% | | |
Interest income
|
| | | | 1% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | |
Interest expense
|
| | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | (2)% | | | | | | (2)% | | | | | | (3)% | | | | | | (2)% | | |
Other income (expense), net
|
| | | | —% | | | | | | —% | | | | | | —% | | | | | | (4)% | | | | | | —% | | | | | | (1)% | | | | | | (2)% | | | | | | (1)% | | | | | | (5)% | | |
Net income (loss) before income tax
|
| | | | (34)% | | | | | | (22)% | | | | | | (1)% | | | | | | (63)% | | | | | | (33)% | | | | | | (24)% | | | | | | 5% | | | | | | (42)% | | | | | | (38)% | | |
Income tax (benefit) expense
|
| | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | |
Net income (loss)
|
| | | | (34)% | | | | | | (22)% | | | | | | (1)% | | | | | | (63)% | | | | | | (33)% | | | | | | (23)% | | | | | | 5% | | | | | | (42)% | | | | | | (38)% | | |
| | |
Year Ended
December 31, |
| |
Three Months Ended
March 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net cash (used in) provided by operating activities
|
| | | | (35,456) | | | | | $ | (2,427) | | | | | | (32,604) | | | | | | 144,110 | | |
Net cash used in investing activities
|
| | | | (134,409) | | | | | | (12,671) | | | | | | (6,069) | | | | | | (5,596) | | |
Net cash provided by (used in) financing activities
|
| | | | 298,782 | | | | | | 96,462 | | | | | | (3,667) | | | | | | (4,076) | | |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash
|
| | | | 12 | | | | | | 159 | | | | | | (535) | | | | | | (19) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | $ | 128,929 | | | | | $ | 81,523 | | | | | $ | (42,875) | | | | | $ | 134,419 | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 Year |
| |
1-3
Years |
| |
3-5
Years |
| |
More than
5 Years |
| |||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||
Long-term debt(1)
|
| | | $ | 108.8 | | | | | $ | 0.1 | | | | | $ | 108.3 | | | | | $ | 0.3 | | | | | $ | 0.1 | | |
Estimated interest on long-term debt(2)
|
| | | | 10.4 | | | | | | 3.2 | | | | | | 7.2 | | | | | | — | | | | | | — | | |
Operating leases(3)
|
| | | | 54.6 | | | | | | 13.0 | | | | | | 16.4 | | | | | | 9.8 | | | | | | 15.4 | | |
Total Contractual Obligations
|
| | | $ | 173.8 | | | | | $ | 16.3 | | | | | $ | 131.9 | | | | | $ | 10.1 | | | | | $ | 15.5 | | |
Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
awards ($)(2) |
| |
Non-equity
incentive plan compensation ($) |
| |
All other
compensation ($)(3) |
| |
Total ($)
|
| |||||||||||||||||||||
Matthew Roberts(4)
Chief Executive Officer |
| | | | 2020 | | | | | | 448,077 | | | | | | 482,218 | | | | | | 2,840,782 | | | | | | — | | | | | | — | | | | | | 3,771,077 | | |
Eric Breon(5)
Former Chief Executive Officer |
| | | | 2020 | | | | | | 80,769 | | | | | | — | | | | | | — | | | | | | — | | | | | | 287,404 | | | | | | 368,173 | | |
Jim Grube(6)
Former Chief Financial Officer |
| | | | 2020 | | | | | | 400,480 | | | | | | 4,086 | | | | | | 554,546 | | | | | | — | | | | | | 235,405 | | | | | | 1,194,517 | | |
Name
|
| |
Vesting
start date |
| |
Unit Appreciation Rights (“UARs”)
|
| |
Employee Equity Units
|
| |||||||||||||||||||||||||||||||||
|
Number
of securities underlying unexercised UARs (#) exercisable |
| |
Number
of securities underlying unexercised UARs (#) unexercisable |
| |
UAR
exercise price ($) |
| |
UAR
expiration date |
| |
Number of units
that have not vested (#) |
| |
Market value of
units that have not vested ($)(1) |
| ||||||||||||||||||||||||||
Matthew Roberts
|
| | | | 1/21/2020(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,966,341 | | | | | | 10,564,323 | | |
Eric Breon
|
| | | | — | | | | | | — | | | | | | 1,357,500(3) | | | | | | 1.00 | | | | | | 9/7/2026 | | | | | | — | | | | | | — | | |
Jim Grube
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Committee
|
| |
Member
|
| |
Chair
|
| ||||||
Audit Committee
|
| | | $ | 15,000 | | | | | $ | 25,000 | | |
Compensation Committee
|
| | | $ | 10,000 | | | | | $ | 20,000 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
Chris Terrill
|
| | | | 8,750 | | | | | | 241,714 | | | | | | — | | | | | | 250,464 | | |
Chad Cohen
|
| | | | 17,500 | | | | | | 241,714 | | | | | | — | | | | | | 259,214 | | |
Joerg Adams
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Bone
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Benjamin Levin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey Parks
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian Gill
|
| | | | 60,000 | | | | | | — | | | | | | — | | | | | | 60,000 | | |
Name
|
| |
Unvested Employee Equity Units
Outstanding at Year End |
| |
UARs Outstanding at Year End
(unexercisable) |
| ||||||
Chris Terrill
|
| | | | 575,000 | | | | | | — | | |
Chad Cohen
|
| | | | 575,000 | | | | | | — | | |
Joerg Adams
|
| | | | — | | | | | | — | | |
Ryan Bone
|
| | | | — | | | | | | — | | |
Benjamin Levin
|
| | | | — | | | | | | — | | |
Jeffrey Parks
|
| | | | — | | | | | | — | | |
Brian Gill
|
| | | | — | | | | | | 200,000(1) | | |
Name
|
| |
Age
|
| |
Position
|
|
Non-Employee Directors | | | | | | | |
Joerg Adams
|
| |
41
|
| | Director Nominee | |
Ryan Bone
|
| |
33
|
| | Director Nominee | |
Eric Breon
|
| |
42
|
| | Director Nominee | |
Chad Cohen
|
| |
46
|
| | Director Nominee | |
Benjamin Levin
|
| |
49
|
| | Director Nominee | |
Jeffrey Parks
|
| |
40
|
| | Director Nominee | |
Chris Terrill
|
| |
53
|
| | Director Nominee | |
Karl Peterson
|
| |
50
|
| | Director Nominee | |
Executive Officers | | | | | | | |
Matthew Roberts
|
| |
53
|
| | Chief Executive Officer and Director | |
Jamie Cohen
|
| |
34
|
| | Chief Financial Officer | |
Craig Smith
|
| |
45
|
| | Chief Operating Officer | |
| | |
Class A
|
| |
Class B
|
| |
Combined Voting Power (%)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address
of Beneficial Owner(2) |
| |
TPG Pace
Class A Shares Owned Before Business Combination |
| |
Vacasa Class A
Common Stock Owned After Business Combination (no redemption scenario)(1) |
| |
Vacasa Class A
Common Stock Owned After Business Combination (maximum redemption scenario)(1) |
| |
Vacasa Class B
Common Stock Owned After Business Combination (no redemption scenario) |
| |
Vacasa Class B
Common Stock Owned After Business Combination (maximum redemption scenario) |
| |
Before
Business Combination(3) |
| |
After
Business Combination (no redemption scenario)(1)(4) |
| |
After
Business Combination (maximum redemption scenario)(1)(4) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Directors and Executive Officers
Before the Business Combination: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Karl Peterson(5)
|
| | | | 10,110,000 | | | | | | 26.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11.6 | | | | | | | | | | | | | | |
David Bonderman(5)
|
| | | | 10,110,000 | | | | | | 26.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11.6 | | | | | | | | | | | | | | |
Julie Hong Clayton
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Mark Fields
|
| | | | 40,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Kathleen Philips
|
| | | | 40,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Wendi Sturgis
|
| | | | 40,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Kneeland Youngblood
|
| | | | 40,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Eduardo Tamraz
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Martin Davidson
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Carlton Ellis
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
All directors and executive officers
before the Business Combination as a group (10 individuals) |
| | | | 10,270,000 | | | | | | 26.5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12.1 | | | | | | | | | | | | | | |
Five Percent Holders Before the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TPG Pace Solutions Sponsor, Series LLC(5)(14)
|
| | | | 10,110,000 | | | | | | 26.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11.6 | | | | | | | | | | | | | | |
Directors and Named Executive Officers After the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Joerg Adams
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Bone
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric Breon(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,804,039 | | | | | | 30.8 | | | | | | 65,804,039 | | | | | | 30.8 | | | | | | — | | | | | | 14.9 | | | | | | 15.3 | | |
Chad Cohen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Benjamin Levin(7)
|
| | | | — | | | | | | — | | | | | | 5,726,990 | | | | | | 2.5 | | | | | | 5,726,990 | | | | | | 2.7 | | | | | | 32,489,778 | | | | | | 15.2 | | | | | | 32,489,778 | | | | | | 15.2 | | | | | | — | | | | | | 8.6 | | | | | | 8.9 | | |
Jeffrey Parks
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chris Terrill
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 379,312 | | | | | | * | | | | | | 379,312 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Karl Peterson(5)
|
| | | | 10,110,000 | | | | | | 26.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26.1 | | | | | | | | | | | | | | |
Matthew Roberts
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,157,771 | | | | | | 2.4 | | | | | | 5,157,771 | | | | | | 2.4 | | | | | | — | | | | | | 1.2 | | | | | | 1.2 | | |
Jim Grube
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 373,038 | | | | | | * | | | | | | 373,038 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
All directors and executive officers of Vacasa, Inc. as a group (12 individuals)
|
| | | | 10,110,000 | | | | | | 26.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 104,203,938 | | | | | | 48.7 | | | | | | 104,203,938 | | | | | | 48.7 | | | | | | 26.1 | | | | | | | | | | | | | | |
Five Percent Holders After the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Silver Lake(8)(14)
|
| | | | — | | | | | | — | | | | | | 62,366,423 | | | | | | 27.2 | | | | | | 62,366,423 | | | | | | 29.0 | | | | | | 49,146,049 | | | | | | 23.0 | | | | | | 49,146,049 | | | | | | 23.0 | | | | | | — | | | | | | 25.2 | | | | | | 26.0 | | |
Riverwood(9)(14)
|
| | | | — | | | | | | — | | | | | | 22,865,979 | | | | | | 10.0 | | | | | | 22,865,979 | | | | | | 10.6 | | | | | | 32,865,829 | | | | | | 15.4 | | | | | | 32,865,829 | | | | | | 15.4 | | | | | | — | | | | | | 12.6 | | | | | | 13.0 | | |
Level Equity Management(10)(14)
|
| | | | — | | | | | | — | | | | | | 5,726,990 | | | | | | 2.5 | | | | | | 5,726,990 | | | | | | 2.7 | | | | | | 32,489,778 | | | | | | 15.2 | | | | | | 32,489,778 | | | | | | 15.2 | | | | | | — | | | | | | 8.6 | | | | | | 8.9 | | |
Adams Street(11)
|
| | | | — | | | | | | — | | | | | | 16,711,042 | | | | | | 7.3 | | | | | | 16,711,042 | | | | | | 7.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.8 | | | | | | 3.9 | | |
Altos Ventures(12)
|
| | | | — | | | | | | — | | | | | | 19,069,604 | | | | | | 8.3 | | | | | | 19,069,604 | | | | | | 8.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.3 | | | | | | 4.4 | | |
Mossytree Inc.(13)(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,804,039 | | | | | | 30.8 | | | | | | 65,804,039 | | | | | | 30.8 | | | | | | — | | | | | | 14.9 | | | | | | 15.3 | | |
| | |
Series B-2
Preferred Units |
| |
Aggregate Purchase
Price |
| |||
Entities affiliated with Riverwood Capital(1)
|
| | | | 12,500,000 | | | |
$25.0 million
|
|
Entities affiliated with Level Equity Management(2)
|
| | | | 7,500,000 | | | |
$15.0 million
|
|
| | |
Series C
Preferred Units |
| |
Aggregate
Purchase Price |
| |
Series C-1
Preferred Units |
| |
Aggregate
Purchase Price(1) |
| |
Series C-2
Preferred Units |
| |
Aggregate
Purchase Price(2) |
| ||||||||||||
Entities affiliated with Silver Lake(3)
|
| | | | 94,636,030 | | | |
$250.0 million
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
|
Entities affiliated with Riverwood Capital(4)
|
| | | | — | | | |
—
|
| | | | 16,223,229 | | | | | | — | | | | | | — | | | |
—
|
|
Entities affiliated with Level Equity Management(5)
|
| | | | 1,050,460 | | | |
$2.8 million
|
| | | | 4,731,774 | | | | | | — | | | | | | 4,416,291 | | | |
$8.7 million
|
|
Vacation Rental Directory,
Inc.(6) |
| | | | — | | | |
—
|
| | | | — | | | | | | — | | | | | | 1,514,157 | | | |
$3.0 million
|
|
| | |
Initial Principal
Amount |
| |
Principal Amount
Outstanding as of March 31, 2021(1) |
| |
Interest Payments
|
| |||||||||
Entities affiliated with Silver Lake(2)
|
| | | $ | 70,000,000 | | | | | $ | 70,000,000 | | | | |
|
(3)
|
| |
Entities affiliated with Riverwood Capital(4)
|
| | | $ | 15,000,000 | | | | | $ | 15,000,000 | | | | |
|
(3)
|
| |
Entities affiliated with Level Equity Management(5)
|
| | | $ | 13,263,436 | | | | | $ | 13,263,436 | | | | |
|
(3)
|
| |
|
Rights Before the Business Combination
|
| |
Rights After the Business Combination
|
|
|
Authorized Capital
|
| |||
| TPG Pace is authorized to issue up to 550,000,000 shares, each with a par value of $0.0001 per share, consisting of (a) 500,000,000 TPG Pace ordinary shares, including (i) 500,000,000 TPG Pace Class A Shares, (ii) 30,000,000 TPG Pace Class F Shares, and (iii) 30,000,000 TPG Pace Class G Shares; and (b) 5,000,000 TPG Pace preferred shares. As of , 2021, there were TPG Pace Class A Shares, TPG Pace Class F Shares, and TPG Pace Class G Shares, and no TPG Pace preferred shares issued and outstanding. The Existing Governing Documents do not provide that shareholders have a preemptive right or other subscription rights to acquire authorized and unissued shares of TPG Pace. | | | The Proposed Certificate of Incorporation provides that Vacasa, Inc. will be authorized to issue up to shares, each with a par value of $0.00001, consisting of (a) shares of Vacasa Common Stock, including (i) shares of Vacasa Class A Common Stock, (ii) shares of Vacasa Class B Common Stock, (iii) shares of Vacasa Class F Common Stock, and (iv) shares of Vacasa Class G Common Stock; and (b) shares of Vacasa Preferred Stock. | |
|
Voting Rights
|
| |||
| The Existing Governing Documents of TPG Pace provide that the holders of shares of TPG Pace will have one vote for every share of which he is the holder on each matter properly submitted to the shareholders on which the holders are entitled to vote. | | | The Proposed Certificate of Incorporation provides that holders of Vacasa Class A Common Stock and Vacasa Class B Common Stock generally will have one vote on all matters on which stockholders generally are entitled to vote; and holders of Vacasa Class F Common Stock and Vacasa Class G Common Stock generally will not have any voting powers. Notwithstanding the foregoing, except as otherwise required by law, holders of shares of any class of Vacasa Common Stock will not be entitled to vote on any amendment to the Proposed Certificate of Incorporation (including any amendment to any certificate of designations relating to any series of Vacasa Preferred Stock) that relates solely to the terms of any outstanding | |
|
Rights Before the Business Combination
|
| |
Rights After the Business Combination
|
|
| | | | Vacasa Preferred Stock if the holders of Vacasa Preferred Stock are entitled to vote thereon under the Proposed Certificate of Incorporation or under the DGCL. | |
|
Appraisal/Dissenters Rights
|
| |||
|
There are no appraisal rights under Cayman Islands law.
Also under the Cayman Islands Companies Act, no dissenter rights are available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent in accordance with the Cayman Islands Companies Act, unless holders of such shares are required by the terms of a plan of merger or consolidation to accept for such shares anything except (a) share of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts; or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts. |
| | Under the DGCL, a stockholder of a corporation who has not voted in favor of certain types of mergers or consolidations involving the corporation nor consented in writing to such transactions and has complied with the procedures set forth in Section 262 may be entitled to appraisal rights pursuant to which such stockholder may receive cash in the amount of the fair value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. After determination by the Court of Chancery that the dissenting stockholders to a merger or consolidation are entitled to an appraisal, such dissenters are entitled to receive the fair value of their shares (excluding any element of value arising from the accomplishment or expectation of the merger or consolidation), together with interest, if any. However, appraisal rights are not always available to dissenting stockholders, including if the stock received in such transaction is listed on a national securities exchange or held of record by more than 2,000 holders. | |
|
Dividends
|
| |||
| The directors of TPG Pace may resolve to declare and pay dividends and other distributions on shares in issue and authorize payment of the dividends or other distributions. Dividends may be paid out of profits, share premium or any other sources permitted under Cayman Islands law. | | |
The Proposed Certificate of Incorporation provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of Vacasa Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Vacasa Class A Common Stock with respect to the payment of dividends, dividends of cash or property may be declared and paid on the Vacasa Class A Common Stock out of the assets of Vacasa, Inc. that are by law available therefor, at the times and in the amounts as the Vacasa Board in its discretion may determine.
The Proposed Bylaws provide that, in order that Vacasa, Inc. may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Vacasa Board may fix a record date, which record date will not precede the date upon
|
|
|
Rights Before the Business Combination
|
| |
Rights After the Business Combination
|
|
| | | | which the resolution fixing the record date is adopted, and which record date will be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the day on which the Vacasa Board adopts the resolution relating thereto. | |
|
Purchase and Repurchase of Shares
|
| |||
| Subject to the Cayman Islands Companies Act or applicable stock exchange or other regulatory rules, TPG Pace may purchase its own shares (including any redeemable shares) in such manner and on such other terms as the directors may agree with the relevant member. | | | Subject to the DGCL or applicable stock exchange or other regulatory rules, TPG Pace may purchase its own shares (including any redeemable shares) in such manner and on such other terms as the directors may agree with the relevant member. | |
|
Redemption Rights
|
| |||
|
Upon consummation of the initial business combination, the holders of the public shares will have the opportunity to redeem their public shares at a per-share price, equal to their pro rata share of the Trust Account. If TPG Pace seeks to amend any provision of the Existing Governing Documents relating to shareholders’ rights or pre-business combination activity, TPG Pace must provide public shareholders with the opportunity to redeem their public shares in connection with such vote. TPG Pace will redeem the public shareholders’ public shares and liquidate if it does not complete an initial business combination by April 13, 2023.
After consummation of the initial business combination, holders of public shares are not entitled to redemption rights with respect to their public shares.
|
| |
Upon consummation of the initial business combination, Vacasa Class A Common Stock will not be subject to redemption.
Redemption of OpCo Units. Vacasa, Inc. will at all times reserve and keep available out of its authorized and unissued shares of Vacasa Class A Common Stock, for the purposes of (1) effecting any exchanges pursuant to the applicable provisions of the OpCo LLC Agreement, as applicable, the number of shares of Vacasa Class A Common Stock that are issuable in connection with the exchange of all outstanding OpCo Units as a result of any redemption pursuant to the applicable provisions of the OpCo LLC Agreement (without regard to any timing, vesting or other restrictions on redemption contained therein and assuming no redemptions for cash), (2) the conversion of shares of Vacasa Class Class F Common Stock pursuant to the Proposed Certificate of Incorporation and (3) the conversion of shares of Vacasa Class G Common Stock pursuant to the Proposed Certificate of Incorporation.
In the event that (a) a share of Vacasa Class A Common Stock is issued as a result of any redemption of an OpCo Unit pursuant to the applicable provisions of the OpCo LLC Agreement or (b) a redemption by cash settlement is effected with respect to any OpCo Unit pursuant to the applicable provisions of the OpCo LLC Agreement, a share of Vacasa Class B Common Stock then held by such person chosen by Vacasa, Inc. in its sole discretion will automatically and without further action on the part of Vacasa, Inc. or the holder thereof be transferred to Vacasa, Inc. for no consideration and thereupon Vacasa, Inc. will promptly take all necessary action to cause such
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Rights Before the Business Combination
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Rights After the Business Combination
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| Documents may be amended by a special resolution of holders of two-thirds of the TPG Pace ordinary shares attending and voting in a general meeting or by unanimous written consent of all holders entitled to vote. | | |
Agreement) remains a member of the Vacasa Board, nothing in the Proposed Bylaws will allow the Vacasa Board to waive, amend or repeal the lock-up provision of the Proposed Bylaws without the approval of the TPG Designee.
Notwithstanding anything to the contrary contained in the Proposed Certificate of Incorporation, the Stockholders’ Agreement or any provision of law that might otherwise permit a lesser vote of the stockholders, from and after the Sunset Date, in addition to any vote of the holders of any class or series of stock of Vacasa, Inc. required by law or by the Proposed Certificate of Incorporation, such action by stockholders will require the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then-outstanding shares of voting stock of Vacasa, Inc. with the power to vote at an election of directors, voting together as a single class.
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Number of Directors
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| The Existing Governing Documents provide that the number of directors of TPG Pace will consist of not less than one person provided that TPG Pace may increase or reduce the limits in the number of directors by an ordinary resolution, being a vote of a majority of the TPG Pace ordinary shares attending and voting in a general meeting. The directors are divided into three classes: Class I, Class II, and Class III. | | |
Subject to the Proposed Certificate of Incorporation and the right of holders of any series of Vacasa Preferred Stock to election additional directors, the total authorized number of directors constituting the Vacasa Board will not be less than five and will not be more than , with the then-authorized number of directors being fixed from time to time exclusively by the Vacasa Board within such range, which number initially will be ten. The directors are divided into three classes: Class I, Class II, and Class III.
During any period when the holders of any series of Vacasa Preferred Stock have the right to elect additional directors (“Vacasa Preferred Stock Directors”), upon the commencement, and for the duration, of the period during which such right continues: (i) the then-total authorized number of directors will automatically be increased by such specified number of Vacasa Preferred Stock Directors, and the holders of the related Vacasa Preferred Stock will be entitled to elect the Vacasa Preferred Stock directors pursuant to the provisions of the certificate of designation for the series of Vacasa Preferred Stock, and (ii) each such Vacasa Preferred Stock Director will serve until such director’s successor will have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal.
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Rights Before the Business Combination
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Rights After the Business Combination
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Nominations of Directors
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| None. | | |
The Proposed Bylaws provide that, subject in all respects to the provisions of the Stockholders’ Agreement and the Proposed Certificate of Incorporation, nominations of any person for election to the Vacasa Board at an annual meeting may be made at such meeting only (a) by or at the direction of the Vacasa Board, including by any committee or persons authorized to do so by the Vacasa Board or these bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of shares of Vacasa, Inc. both at the time of giving the notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with the Proposed Bylaws as to such notice and nomination.
The Proposed Bylaws provide that for a stockholder to make any nomination of a person or persons for election to the Vacasa Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of Vacasa, Inc., (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required by the Proposed Bylaws, and (c) provide any updates or supplements to such notice at the times and in the forms required by the Proposed Bylaws. The adjournment or postponement of an annual meeting or special meeting will not commence a new time period or extend any time period for the giving of a timely notice as described in the Proposed Bylaws.
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Election of Directors
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| The Existing Governing Documents provide that prior to the initial business combination, an ordinary resolution of the holders of the TPG Pace Class F Shares issued and outstanding will be required to appoint any person as director of TPG Pace. After the closing of a business combination, an ordinary resolution of the holders of the TPG Pace ordinary shares outstanding will be required to appoint any person as director of TPG Pace. The directors of TPG Pace may appoint any person to be an additional director provided that the appointment does not cause the number of directors to exceed any number fixed as the maximum number of directors. | | | The Proposed Bylaws provide that, except as otherwise provided by the Proposed Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast will be sufficient to elect a director. | |
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Removal of Directors
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| The Existing Governing Documents provide that a director may be removed if the director absents himself from three consecutive meetings of the TPG | | | The Proposed Certificate of Incorporation provides that, subject to certain rights of the holders of Vacasa Preferred Stock, and subject to obtaining | |
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Rights Before the Business Combination
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Rights After the Business Combination
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| Pace Board and the directors pass a resolution that he has vacated office, if the director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally or is found to be of unsound mind; or if all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the TPG Pace Board duly convened or by a resolution in writing signed by all of the other directors. The Existing Governing Documents provide that prior to the initial business combination, an ordinary resolution of the holders of the TPG Pace Class F Shares will be required to remove a director. After the business combination, an ordinary resolution of the holders of the TPG Pace ordinary shares outstanding will be required to remove any person as director of TPG Pace. | | | any additional required stockholder votes or consents under the Stockholders’ Agreement, (i) until the Sunset Date, any director or the entire Vacasa Board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class and (ii) from and after the Sunset Date, any director or the entire Vacasa Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class. | |
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Filling of Board Vacancies
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| The Existing Governing Documents provide that the directors may appoint any person as director of TPG Pace to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Existing Governing Documents as the maximum number of directors. | | |
The Proposed Certificate of Incorporation provides that, subject to the rights of the holders of any one or more series of Vacasa Preferred Stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Vacasa Board resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled (i) from and after the Sunset Date, by the affirmative vote of the remaining directors then in office, even if less than a quorum of the Vacasa Board and (ii) until the Sunset Date, only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class.
Any director so chosen will hold office until the next election of the class of directors in which such director is included and until his or her successor will be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors will shorten the term of any director then in office.
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Compensation of Directors
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| The Existing Governing Documents provide the remuneration to be paid to the directors, if any, will be such remuneration as the directors will determine, provided that no cash remuneration will be paid to any director prior to the consummation of an initial business combination. | | | The Proposed Bylaws provide that the Vacasa Board will have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to Vacasa, Inc. in any capacity. | |
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Rights Before the Business Combination
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Rights After the Business Combination
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Manner of Acting by Board
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| The Existing Governing Documents provide that questions arising at any meeting of the directors will be decided by a majority of votes. In the case of an equality of votes, the chairman will have a second or casting vote. | | | The Proposed Bylaws provided that, subject to the Proposed Certificate of Incorporation and the Stockholders’ Agreement, at all meetings of the Vacasa Board, a majority of the total number of authorized directors will constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present will be the act of the Vacasa Board except as may be otherwise specifically provided by statute, the Proposed Certificate of Incorporation, the Stockholders’ Agreement or the Proposed Bylaws. If a quorum is not present at any meeting of the Vacasa Board, then a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. | |
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Special Meetings of the Board
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| The Existing Governing Documents provide that a director may, and an officer of TPG Pace on the direction of a director will, call a meeting of the directors by at least two days’ notice in writing to every director which notice will set forth the general nature of the business to be considered unless notice is waived by all the directors either at, before or after the meeting is held. | | | The Proposed Bylaws provide that special meetings of the Vacasa Board for any purpose or purposes may be called at any time by the chairperson of the Vacasa Board, the chief executive officer, the president, the secretary or a majority of the total number of directors constituting the Vacasa Board. Notice of the time and place of special meetings will be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile or electronic mail; or (iv) sent by other means of electronic transmission, directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on Vacasa, Inc.’s records. | |
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Director Action by Written Consent
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| The Existing Governing Documents provide that a resolution in writing (in one or more counterparts) signed by all the directors or all the members of a committee of the directors or, in the case of a resolution in writing relating to the removal of any director or the vacation of office by any director, all of the directors other than the director who is the subject of such resolution will be as valid and effectual as if it had been passed at a meeting of the directors, or committee of directors as the case may be, duly convened and held. | | | The Proposed Bylaws provide that, unless otherwise restricted by the Proposed Certificate of Incorporation or the Proposed Bylaws, any action required or permitted to be taken at any meeting of the Vacasa Board or of any committee of the Vacasa Board or subcommittee of the Vacasa Board, may be taken without a meeting if all members of the Vacasa Board or committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission. | |
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Rights Before the Business Combination
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Rights After the Business Combination
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Annual Shareholder Meetings
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| The Existing Governing Documents do not impose an obligation for TPG Pace to hold an annual general meeting of TPG Pace. | | |
The Proposed Bylaws provide that meetings of stockholders will be held at such place, if any, within or outside the State of Delaware, designated by the Vacasa Board. The Vacasa Board may, in its sole discretion, determine that a meeting of stockholders will not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the DGCL. In the absence of any such designation or determination, stockholders’ meetings will be held at the Vacasa, Inc.’s principal executive office.
The Vacasa Board will designate the date and time of the annual meeting. At the annual meeting, directors will be elected and other proper business properly brought before the meeting in accordance with the Proposed Bylaws may be transacted. Vacasa, Inc. may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Vacasa Board.
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Special Shareholder Meetings
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| The Existing Governing Documents provide that members holding not less than 10% in par value of the issued shares of TPG Pace may provide a requisition to hold an extraordinary general meeting. Such members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of TPG Pace. | | |
The Proposed Bylaws provide that meetings of stockholders will be held at such place, if any, within or outside the State of Delaware, designated by the Vacasa Board. The Vacasa Board may, in its sole discretion, determine that a meeting of stockholders will not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the DGCL. In the absence of any such designation or determination, stockholders’ meetings will be held at the Vacasa, Inc.’s principal executive office.
Subject to any special rights of the holders of Vacasa Preferred Stock and to the requirements of applicable law, special meetings of the stockholders may be called only by or at the direction of Vacasa Board. Vacasa, Inc. may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Vacasa Board. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. Notwithstanding the foregoing, until the Sunset Date, special meetings of the stockholders of Vacasa, Inc. may be called for any purpose or purposes by the Secretary of Vacasa, Inc. upon request, in writing, of any holder of record of at least 25% of the voting power of the issued and outstanding shares of capital stock of Vacasa, Inc.
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Rights Before the Business Combination
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Rights After the Business Combination
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Advance Notice Requirements for Shareholder Nominations and Other Proposals
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| None. | | |
The Proposed Bylaws provide that at an annual meeting of the stockholders, only such business will be conducted as will have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of the Vacasa Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Vacasa Board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a stockholder of Vacasa, Inc. both at the time of giving the notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with the Proposed Bylaws or (B) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act, which proposal has been included in the proxy statement for the annual meeting.
Without qualification, for business to be properly brought before an annual meeting by a stockholder, (a) the stockholder must provide Timely Notice thereof in writing and in proper form to the Secretary of Vacasa, Inc., (b) the stockholder must provide any updates or supplements to such notice at the times and in the forms required by the Proposed Bylaws and (c) the proposed business must constitute a proper matter for stockholder action.
To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of Vacasa, Inc. not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first annual meeting of stockholders following the closing of Vacasa, Inc.’s initial business combination involving the issuance of common stock, the preceding year’s annual meeting date will be deemed to be June 1, 2021); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).
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Rights Before the Business Combination
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Rights After the Business Combination
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Notice and Record Date of Shareholder Meetings
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| The Existing Governing Documents require that notice of a general meeting be given not less than five clear days before the date of the meeting. The notice must specify the place, day and hour of the meeting and the general nature of the business to be conducted at the meeting called. | | |
Notice. The Proposed Bylaws provide that, unless otherwise provided by law, the Proposed Certificate of Incorporation, or the Proposed Bylaws, the notice of any meeting of stockholders will be sent or otherwise given in accordance with either the Proposed Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice will specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Record Date. The Proposed Bylaws also provide that, in order that Vacasa, Inc. may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Vacasa Board may fix a record date, which record date will not precede the date upon which the resolution fixing the record date is adopted by the Vacasa Board, and which record date will not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Vacasa Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
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Quorum and Actions
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| The Existing Governing Documents of TPG Pace provide that business may only be transacted at a general meeting if a quorum is present, such quorum being holders of a majority of the TPG Pace ordinary shares. | | |
The Proposed Bylaws provide that, unless otherwise provided by law, the Proposed Certificate of Incorporation or the Proposed Bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, will have power to adjourn the meeting from time to time in the manner provided in the Proposed Bylaws until a quorum is present or represented.
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Rights Before the Business Combination
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Rights After the Business Combination
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Shareholder Action Without Meeting
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| The Existing Governing Documents provide that a resolution (including a special resolution) in writing (in one or more counterparts) signed by or on behalf of all of the members of TPG Pace for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorized representatives) will be as valid and effective as if the resolution had been passed at a general meeting of TPG Pace duly convened and held. | | | The Proposed Certificate of Incorporation provides that, prior to the Sunset Date, except as otherwise required by applicable law or the Proposed Certificate of Incorporation, action by stockholders may be taken without a meeting without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and will be delivered to Vacasa, Inc. in accordance with the applicable provisions of the DGCL. Subject to the Stockholders’ Agreement, from and after the Sunset Date, any action required or permitted to be taken by the stockholders of Vacasa, Inc. may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent by such stockholders. | |
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Indemnification of Directors and Officers
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| The Existing Governing Documents provide that each current and former director and officer of TPG Pace (which does not include auditors of TPG Pace) will be indemnified out of the assets of TPG Pace against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. | | | The Proposed Certificate of Incorporation provides that Vacasa, Inc. will indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, and such right to indemnification will continue as to a person who has ceased to be a director or officer of Vacasa, Inc. and will inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, Vacasa, Inc. will not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Vacasa Board. The right to indemnification will include the right to be paid by Vacasa, Inc. the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by Vacasa, Inc. of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it will ultimately be determined that such person is not entitled to be indemnified by Vacasa, Inc. Vacasa, Inc. may, to the extent authorized from time to time by the Vacasa Board, provide similar rights to indemnification and to the advancement of expenses to employees and agents of Vacasa, Inc. | |
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Rights Before the Business Combination
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Rights After the Business Combination
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Limitation on Liability of Directors
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| The Existing Governing Documents provide that each current and former director and officer of TPG Pace (which does not include auditors of TPG Pace) will not be liable to TPG Pace for any loss or damage incurred by TPG Pace as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. | | | The Proposed Certificate of Incorporation provides that to the fullest extent permitted under the DGCL, no director will be personally liable to Vacasa, Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of TPG Pace will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph by the stockholders of TPG Pace or by law will not adversely affect any right or protection of a director of TPG Pace existing at the time of such repeal or modification. | |
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Dissolution/Liquidation
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| The Existing Governing Documents provide that in the event that TPG Pace does not consummate a business combination within twenty-four months from the consummation of the TPG Pace IPO, TPG Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares issued in the TPG Pace IPO, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to TPG Pace (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public members’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TPG Pace’s remaining members and the TPG Pace Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | |
The Proposed Certificate of Incorporation provides that in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Vacasa, Inc., after payment or provision for payment of the debts and other liabilities of Vacasa, Inc. and of the preferential and other amounts, if any, to which holders of Vacasa Preferred Stock are entitled, if any, the holders of all outstanding shares of Vacasa Common Stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Vacasa Class A Common Stock will be entitled to receive the remaining assets of Vacasa, Inc. available for distribution ratably in proportion to the number of shares of Vacasa Class A Common Stock held by such holders. The holders of shares of Vacasa Class B Common Stock, Vacasa Class F Common Stock and Vacasa Class G Common Stock, as such, will not be entitled to receive, with respect to such shares, any assets of Vacasa, Inc. in excess of the par value thereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Vacasa, Inc.
Whenever a compromise or arrangement is proposed between Vacasa, Inc. and its creditors or any class of them and/or between Vacasa, Inc. and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of Vacasa, Inc. or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for Vacasa, Inc. under Section 291 the DGCL or on the application of trustees in dissolution or of any receiver or receivers
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Rights Before the Business Combination
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Rights After the Business Combination
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| | | | appointed for Vacasa, Inc. under Section 279 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of Vacasa, Inc., as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of Vacasa, Inc., as the case may be, agree to any compromise or arrangement and to any reorganization of Vacasa, Inc. as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization will, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of Vacasa, Inc., as the case may be, and also on Vacasa, Inc. | |
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Rights of Inspection
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| The Existing Governing Documents provide that the directors will determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of TPG Pace or any of them will be open to the inspection of members not being directors and no member (not being a director) will have any right of inspecting any account or book or document of TPG Pace except as conferred by the Cayman Islands Companies Act or authorized by the director or by TPG Pace in general meeting. | | |
Under Section 220 of the DGCL, a stockholder or his or her agent has a right to inspect the corporation’s stock ledger, a list of all of its stockholders and its other books and records during the usual hours of business upon written demand stating his or her purpose (which must be reasonably related to such person’s interest as a stockholder). If the corporation refuses to permit such inspection or refuses to reply to the request within five business days of the demand, the stockholder may apply to the Chancery Court for an order to compel such inspection.
The Proposed Bylaws provide that any records administered by or on behalf of Vacasa, Inc. in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Delaware Uniform Commercial Code.
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Rights Before the Business Combination
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Rights After the Business Combination
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Derivative Shareholder Suits
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TPG Pace’s Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) TPG Pace’s officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
•
those who control the company are perpetrating a “fraud on the minority.”
|
| | Under the DGCL, a stockholder may bring a derivative suit subject to procedural requirements, including a corporation’s adoption of Delaware as the exclusive forum for such suits. Subject to certain limitations, the Proposed Certificate of Incorporation adopts the Court of Chancery as the exclusive forum for any derivative action or proceeding brought on behalf of Vacasa, Inc., unless Vacasa, Inc. consents in writing to the selection of an alternative forum. | |
| A shareholder may have a direct right of action against TPG Pace where the individual rights of that shareholder have been infringed or are about to be infringed. | | | | |
|
Conflict of Interest Transactions
|
| |||
| The Existing Governing Documents provide that no person will be disqualified from the office of director or prevented by such office from contracting with TPG Pace, either as vendor, purchaser or otherwise, nor will any such contract or any contract or transaction entered into by or on behalf of TPG Pace in which any director will be in any way interested be or be liable to be avoided, nor will any director so contracting or being so interested be liable to account to TPG Pace for any profit realized by or arising in connection with any such contract or transaction by reason of such director or alternate director holding office or of the fiduciary relationship thereby established. A director will be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any director in any such contract or transaction will be disclosed by him at or prior to its consideration and any vote thereon. A general notice that a director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as | | |
Under Section 144 of the DGCL, no contract or transaction between Vacasa, Inc. and one or more of its directors or officers, or between Vacasa, Inc. and any other corporation, partnership, association, or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Vacasa Board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
•
The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Vacasa Board or the committee, and the Vacasa Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the
|
|
|
Rights Before the Business Combination
|
| |
Rights After the Business Combination
|
|
| interested in any transaction with such firm or company will be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it will not be necessary to give special notice relating to any particular transaction. | | |
disinterested directors be less than a quorum; or
•
The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders of Vacasa, Inc. entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such stockholders; or
•
The contract or transaction is fair as to Vacasa, Inc. as of the time it is authorized, approved or ratified, by the Vacasa Board, a committee or the stockholders of Vacasa, Inc.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Vacasa Board or of a committee which authorizes the contract or transaction.
|
|
|
Anti-Takeover Provisions
|
| |||
|
The Existing Governing Documents provide that, commencing at the company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire will be elected for a term of office to expire at the second succeeding annual general meeting after their election.
In addition, the directors may allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Cayman Islands Companies Act and the Existing Governing Documents) vary such rights, save that the directors will not allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) to the extent that it may affect the ability of TPG Pace to carry out a conversion of (i) TPG Pace Class F Shares in connection with the closing of an initial business combination, and (ii) TPG Pace Class G Shares upon satisfaction of certain price triggers or consummation of a strategic transaction.
|
| |
Section 203 is a default provision of the DGCL that prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with “interested stockholders” (a person or group owning 15% or more of the corporation’s voting stock) for three years following the date that person becomes an interested stockholder, unless: (i) before such stockholder becomes an “interested stockholder,” the board of directors approves the business combination or the transaction that results in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time of the transaction (excluding stock owned by certain persons); or (iii) at the time or after the stockholder became an interested stockholder, the board of directors and at least two-thirds of the disinterested outstanding voting stock of the corporation approves the transaction. Vacasa, Inc. has opted out of the protections of Section 203 of the DGCL.
In addition, certain of the other above-described provisions of the Proposed Certificate of Incorporation or the Proposed Bylaws, including the ability of the Vacasa Board to determine the designations, powers, preferences, rights, qualifications, limitations and restrictions with respect to Preferred Stock, advance notice and other provisions regulating the manner in which stockholders can meet or take action, required supermajority vote of stockholders to amend
|
|
|
Rights Before the Business Combination
|
| |
Rights After the Business Combination
|
|
| | | | certain provisions of the Proposed Bylaws of Vacasa, Inc., limitations on expanding the size of the Vacasa Board, and the availability for issuance of additional shares of common stock, could be viewed by some stockholders to be disadvantageous because they could potentially limit or preclude meaningful stockholder participation in certain transactions or discourage takeover attempts, proxy contests or other attempts to influence or replace the current Vacasa Board. | |
| | |
Page
|
| |||
TPG Pace Solutions Corp. | | | | | | | |
Audited Financial Statements as of January 8, 2021 and for the Period from January 4, 2021 to January 8, 2021
|
| | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
Unaudited Financial Statements as of March 31, 2021 and for the Period from January 4, 2021 to March 31, 2021
|
| | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
Vacasa, Inc. | | | | | | | |
Audited Balance Sheet as of July 1, 2021 | | | | | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
Vacasa Holdings LLC | | | | | | | |
Audited Consolidated Financial Statements as of and for the Years Ended December 31, 2019 and 2020 and Unaudited Consolidated Financial Statements as of and for the Three Months Ended March 31, 2020 and 2021
|
| | | | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
| | | | F-42 | | | |
| | | | F-43 | | |
| | |
Page
|
| |||
TurnKey Vacation Rentals, Inc. | | | | | | | |
Audited Financial Statements as of and for the Year Ended December 31, 2021 | | | | | | | |
| | | | F-80 | | | |
| | | | F-81 | | | |
| | | | F-82 | | | |
| | | | F-83 | | | |
| | | | F-84 | | | |
| | | | F-85 | | | |
Unaudited Financial Statements as of March 31, 2021 and for the Period From January 1, 2021 to March 31, 2021
|
| | | | | | |
| | | | F-96 | | | |
| | | | F-97 | | | |
| | | | F-98 | | | |
| | | | F-99 | | | |
| | | | F-100 | | |
| | |
January 8, 2021
|
| |||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 25,000 | | |
Deferred offering costs
|
| | | | 1,936 | | |
Total assets
|
| | | $ | 26,936 | | |
Liabilities and shareholder’s equity | | | | | | | |
Current liabilities: | | | | | | | |
Accrued formation and offering costs
|
| | | $ | 10,706 | | |
Total liabilities
|
| | | | 10,706 | | |
Commitments and contingencies
|
| | | | | | |
Shareholder’s equity: | | | | | | | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding
|
| | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or
outstanding |
| | | | — | | |
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 20,000,000 shares issued and outstanding
|
| | | | 2,000 | | |
Additional paid-in capital
|
| | | | 23,000 | | |
Accumulated deficit
|
| | | | (8,770) | | |
Total shareholder’s equity
|
| | | | 16,230 | | |
Total liabilities and shareholder’s equity
|
| | | $ | 26,936 | | |
| | |
For the Period
from January 4, 2021 (inception) to January 8, 2021 |
| |||
Revenue
|
| | | $ | — | | |
Formation costs
|
| | | | 8,770 | | |
Net loss attributable to ordinary shares
|
| | | $ | (8,770) | | |
Net loss per ordinary share: | | | | | | | |
Basic and diluted
|
| | | $ | (0.00) | | |
Weighted average ordinary shares outstanding: | | | | | | | |
Basic and diluted
|
| | | | 4,000,000 | | |
| | |
Preferred Shares
|
| |
Class A Ordinary Shares
|
| |
Class F Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholder’s
Equity |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 4, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Sale of Class F ordinary shares to
Sponsor on January 8, 2021 at $0.001 per share |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000,000 | | | | | | 2,000 | | | | | | 23,000 | | | | | | — | | | | | | 25,000 | | |
Net loss attributable to ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,770) | | | | | | (8,770) | | |
Balance at January 8, 2021
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 20,000,000 | | | | | $ | 2,000 | | | | | $ | 23,000 | | | | | $ | (8,770) | | | | | $ | 16,230 | | |
| | |
For the Period
from January 4, 2021 (inception) to January 8, 2021 |
| |||
Cash flows from operating activities: | | | | | | | |
Net loss attributable to ordinary shares
|
| | | $ | (8,770) | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Deferred offering costs
|
| | | | (1,936) | | |
Accrued formation and offering costs
|
| | | | 10,706 | | |
Net cash provided by operating activities
|
| | | | — | | |
Cash flows from financing activities: | | | | | | | |
Proceeds from sale of Class F ordinary shares to Sponsor
|
| | | | 25,000 | | |
Net cash provided by financing activities
|
| | | | 25,000 | | |
Net change in cash
|
| | | | 25,000 | | |
Cash at beginning of period
|
| | | | — | | |
Cash at end of period
|
| | | $ | 25,000 | | |
| | |
Page
|
| |||
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | |
| | |
March 31, 2021
|
| |||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 740,000 | | |
Deferred offering costs
|
| | | | 634,577 | | |
Total assets
|
| | | $ | 1,374,577 | | |
Liabilities and shareholder’s deficit | | | | | | | |
Current liabilities: | | | | | | | |
Accrued formation and offering costs
|
| | | $ | 651,006 | | |
Note payable to Sponsor
|
| | | | 750,000 | | |
Total liabilities
|
| | | | 1,401,006 | | |
Commitments and contingencies
|
| | | | | | |
Shareholder’s deficit: | | | | | | | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding
|
| | | | — | | |
Class F ordinary shares, $0.0001 par value; 30,000,000 shares authorized, 2,777,778 shares
issued and outstanding |
| | | | 278 | | |
Class G ordinary shares, $0.0001 par value; 30,000,000 shares authorized, 5,555,556 shares issued and outstanding
|
| | | | 556 | | |
Additional paid-in capital
|
| | | | 24,166 | | |
Accumulated deficit
|
| | | | (51,429) | | |
Total shareholder’s deficit
|
| | | | (26,429) | | |
Total liabilities and shareholder’s deficit
|
| | | $ | 1,374,577 | | |
| | |
For the Period from
January 4, 2021 (inception) to March 31, 2021 |
| |||
Revenue
|
| | | $ | — | | |
Formation costs
|
| | | | 51,429 | | |
Loss from operations
|
| | | | (51,429) | | |
Interest income
|
| | | | — | | |
Net loss attributable to ordinary shares
|
| | | $ | (51,429) | | |
Net loss per ordinary share: | | | | | | | |
Basic and diluted
|
| | | $ | (0.00) | | |
Weighted average ordinary shares outstanding: | | | | | | | |
Basic and diluted
|
| | | | 17,203,065 | | |
| | |
Preferred Shares
|
| |
Class F
Ordinary Shares |
| |
Class G
Ordinary Shares |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholder’s
Deficit |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 4, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Sale of Class F ordinary shares to Sponsor on
January 8, 2021 at $0.001 per share |
| | | | — | | | | | | — | | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 23,000 | | | | | | — | | | | | | 25,000 | | |
Forfeiture of Class F shares on March 18, 2021
|
| | | | — | | | | | | — | | | | | | (17,222,222) | | | | | | (1,722) | | | | | | — | | | | | | — | | | | | | 1,722 | | | | | | — | | | | | | — | | |
Issuance of Class G shares on March 18, 2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,555,556 | | | | | | 556 | | | | | | (556) | | | | | | — | | | | | | — | | |
Net loss attributable to ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (51,429) | | | | | | (51,429) | | |
Balance at March 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 2,777,778 | | | | | $ | 278 | | | | | | 5,555,556 | | | | | $ | 556 | | | | | $ | 24,166 | | | | | $ | (51,429) | | | | | $ | (26,429) | | |
| | |
For the Period from
January 4, 2021 (inception) to March 31, 2021 |
| |||
Cash flows from operating activities: | | | | | | | |
Net loss attributable to ordinary shares
|
| | | $ | (51,429) | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Deferred offering costs
|
| | | | (634,577) | | |
Accrued formation and offering costs
|
| | | | 651,006 | | |
Net cash used in operating activities
|
| | | | (35,000) | | |
Cash flows from financing activities: | | | | | | | |
Proceeds from sale of Class F ordinary shares to Sponsor
|
| | | | 25,000 | | |
Proceeds of notes payable from Sponsor
|
| | | | 750,000 | | |
Net cash provided by financing activities
|
| | | | 775,000 | | |
Net change in cash
|
| | | | 740,000 | | |
Cash at beginning of period
|
| | | | — | | |
Cash at end of period
|
| | | $ | 740,000 | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | |
Accrued offering costs
|
| | | $ | 634,577 | | |
| | |
July 1, 2021
|
| |||
ASSETS | | | | | | | |
Total assets
|
| | | $ | — | | |
LIABILITIES | | | | | | | |
Total liabilities
|
| | | $ | — | | |
STOCKHOLDER’S EQUITY | | | | | | | |
Common Stock, par value $0.00001 per share, 1000 shares authorized, issued and outstanding
|
| | | | — | | |
Total stockholder’s equity
|
| | | $ | — | | |
Total liabilities and stockholder’s equity
|
| | | $ | — | | |
| | |
Page
|
| |||
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
| | | | F-42 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 144,205 | | | | | $ | 218,484 | | | | | $ | 290,282 | | |
Restricted cash
|
| | | | 65,284 | | | | | | 72,528 | | | | | | 135,149 | | |
Accounts receivable, net
|
| | | | 19,486 | | | | | | 10,161 | | | | | | 13,140 | | |
Prepaid expenses and other current assets
|
| | | | 13,409 | | | | | | 10,191 | | | | | | 14,994 | | |
Total current assets
|
| | | | 242,384 | | | | | | 311,364 | | | | | | 453,565 | | |
Property and equipment, net
|
| | | | 71,327 | | | | | | 65,087 | | | | | | 62,617 | | |
Intangibles, net
|
| | | | 92,794 | | | | | | 77,426 | | | | | | 87,159 | | |
Goodwill
|
| | | | 115,914 | | | | | | 121,487 | | | | | | 125,963 | | |
Other long-term assets
|
| | | | 21,883 | | | | | | 11,888 | | | | | | 11,807 | | |
Total assets
|
| | | $ | 544,302 | | | | | $ | 587,252 | | | | | $ | 741,111 | | |
Liabilities, Redeemable Convertible Preferred Units, and Members’ Deficit | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 19,125 | | | | | $ | 15,648 | | | | | $ | 28,859 | | |
Funds payable to owners
|
| | | | 107,657 | | | | | | 92,707 | | | | | | 185,905 | | |
Hospitality and sales taxes payable
|
| | | | 16,339 | | | | | | 20,721 | | | | | | 40,816 | | |
Deferred revenue
|
| | | | 58,862 | | | | | | 49,992 | | | | | | 118,533 | | |
Future stay credits
|
| | | | — | | | | | | 35,140 | | | | | | 26,496 | | |
Accrued expenses and other current liabilities
|
| | | | 39,319 | | | | | | 44,022 | | | | | | 57,261 | | |
Total current liabilities
|
| | | | 241,302 | | | | | | 258,230 | | | | | | 457,870 | | |
Long-term debt, net of current portion
|
| | | | 782 | | | | | | 111,689 | | | | | | 113,617 | | |
Other long-term liabilities
|
| | | | 22,328 | | | | | | 22,204 | | | | | | 23,185 | | |
Total liabilities
|
| | | $ | 264,412 | | | | | $ | 392,123 | | | | | $ | 594,672 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred units; units authorized of 294,616,251 as of
December 31, 2019 and 744,886,638 as of December 31, 2020 and March 31, 2021 (unaudited), respectively; units issued and outstanding of 264,310,388 as of December 31, 2019 and 267,688,054 as of December 31, 2020 and March 31, 2021 (unaudited), respectively; aggregate liquidation preference of $544,773, $572,011, and $579,161 as of December 31, 2019, December 31, 2020, and March 31, 2021 (unaudited), respectively |
| | | | 565,005 | | | | | | 771,979 | | | | | | 1,198,080 | | |
Members’ deficit: | | | | | | | | | | | | | | | | | | | |
Common units; no par value, units authorized of 500,890,000 as of
December 31, 2019 and 3,250,000,000 as of December 31, 2020, and March 31, 2021 (unaudited), respectively; 176,824,152 common units issued as of December 31, 2019 and 2020, and 176,889,152 common units issued as of March 31, 2021 (unaudited), respectively |
| | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (285,669) | | | | | | (577,091) | | | | | | (1,051,577) | | |
Accumulated other comprehensive income (loss)
|
| | | | 554 | | | | | | 241 | | | | | | (64) | | |
Total members’ deficit
|
| | | | (285,115) | | | | | | (576,850) | | | | | | (1,051,641) | | |
Total liabilities, redeemable convertible preferred units and members’
deficit |
| | | $ | 544,302 | | | | | $ | 587,252 | | | | | $ | 741,111 | | |
| | |
Year ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Revenue
|
| | | $ | 299,281 | | | | | $ | 491,760 | | | | | $ | 113,389 | | | | | $ | 129,418 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue, exclusive of depreciation and amortization shown separately below
|
| | | | 164,466 | | | | | | 256,086 | | | | | | 62,790 | | | | | | 75,626 | | |
Operations and support
|
| | | | 78,782 | | | | | | 116,192 | | | | | | 31,400 | | | | | | 30,336 | | |
Technology and development
|
| | | | 16,929 | | | | | | 27,030 | | | | | | 8,546 | | | | | | 7,496 | | |
Sales and marketing
|
| | | | 70,584 | | | | | | 79,971 | | | | | | 26,715 | | | | | | 25,540 | | |
General and administrative
|
| | | | 36,289 | | | | | | 57,587 | | | | | | 12,345 | | | | | | 21,423 | | |
Depreciation
|
| | | | 5,705 | | | | | | 15,483 | | | | | | 3,610 | | | | | | 4,065 | | |
Amortization of intangible assets
|
| | | | 7,984 | | | | | | 18,817 | | | | | | 4,781 | | | | | | 4,725 | | |
Total operating costs and expenses
|
| | | | 380,739 | | | | | | 571,166 | | | | | | 150,187 | | | | | | 169,211 | | |
Loss from operations
|
| | | | (81,458) | | | | | | (79,406) | | | | | | (36,798) | | | | | | (39,793) | | |
Interest income
|
| | | | 1,050 | | | | | | 385 | | | | | | 335 | | | | | | 13 | | |
Interest expense
|
| | | | (1,186) | | | | | | (7,907) | | | | | | (219) | | | | | | (2,831) | | |
Other income (expense), net
|
| | | | (3,354) | | | | | | (5,725) | | | | | | (333) | | | | | | (6,721) | | |
Loss before income taxes
|
| | | | (84,948) | | | | | | (92,653) | | | | | | (37,015) | | | | | | (49,332) | | |
Income tax benefit
|
| | | | (76) | | | | | | (315) | | | | | | (79) | | | | | | (39) | | |
Net loss
|
| | | $ | (84,872) | | | | | $ | (92,338) | | | | | $ | (36,936) | | | | | $ | (49,293) | | |
Remeasurement of redeemable convertible preferred units
|
| | | | 42,186 | | | | | | 202,433 | | | | | | (13,439) | | | | | | 426,101 | | |
Net loss attributable to common unit holders
|
| | | $ | (127,058) | | | | | $ | (294,771) | | | | | $ | (23,497) | | | | | $ | (475,394) | | |
Net loss attributable to common unit holders
|
| | | $ | (127,058) | | | | | $ | (294,771) | | | | | $ | (23,497) | | | | | $ | (475,394) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | $ | 939 | | | | | $ | (313) | | | | | $ | 245 | | | | | $ | (305) | | |
Comprehensive loss
|
| | | $ | (126,119) | | | | | $ | (295,084) | | | | | $ | (23,252) | | | | | $ | (475,699) | | |
| | |
Year ended
December 31, |
| |
Three Months
Ended March 31, |
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Cash from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (84,872) | | | | | $ | (92,338) | | | | | $ | (36,936) | | | | | $ | (49,293) | | |
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Bad debt expense
|
| | | | 1,272 | | | | | | 6,403 | | | | | | 943 | | | | | | 1,946 | | |
Depreciation
|
| | | | 5,705 | | | | | | 15,483 | | | | | | 3,610 | | | | | | 4,065 | | |
Amortization of intangible assets
|
| | | | 7,984 | | | | | | 18,817 | | | | | | 4,781 | | | | | | 4,725 | | |
Deferred income taxes
|
| | | | (77) | | | | | | (556) | | | | | | (139) | | | | | | (225) | | |
Other gains and losses
|
| | | | 727 | | | | | | (36) | | | | | | 413 | | | | | | (476) | | |
Fair value adjustment on warrant derivative liabilities
|
| | | | 931 | | | | | | 6,636 | | | | | | (331) | | | | | | 6,638 | | |
Loss on debt extinguishment
|
| | | | 2,136 | | | | | | — | | | | | | — | | | | | | — | | |
Non-cash interest expense
|
| | | | 135 | | | | | | 5,145 | | | | | | 9 | | | | | | 1,928 | | |
Equity-based compensation expense
|
| | | | 69 | | | | | | 3,349 | | | | | | — | | | | | | 843 | | |
Change in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (7,246) | | | | | | 2,295 | | | | | | 784 | | | | | | (4,919) | | |
Prepaid expenses and other assets
|
| | | | (10,836) | | | | | | 13,384 | | | | | | 543 | | | | | | (4,714) | | |
Accounts payable
|
| | | | (16,748) | | | | | | (3,491) | | | | | | (4,336) | | | | | | 13,212 | | |
Funds payable to owners
|
| | | | 31,652 | | | | | | (17,250) | | | | | | (16,598) | | | | | | 89,785 | | |
Hospitality and sales taxes payable
|
| | | | 1,961 | | | | | | 3,952 | | | | | | 62 | | | | | | 19,339 | | |
Deferred revenue and future stay credits
|
| | | | 19,386 | | | | | | 24,980 | | | | | | 12,312 | | | | | | 57,874 | | |
Accrued expenses and other liabilities
|
| | | | 12,365 | | | | | | 10,800 | | | | | | 2,279 | | | | | | 3,382 | | |
Net cash provided by (used in) operating activities
|
| | | | (35,456) | | | | | | (2,427) | | | | | | (32,604) | | | | | | 144,110 | | |
Cash from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (4,528) | | | | | | (1,619) | | | | | | (983) | | | | | | (626) | | |
Proceeds from sale of property and equipment
|
| | | | 2,321 | | | | | | — | | | | | | — | | | | | | — | | |
Cash paid for internally developed software
|
| | | | (16,940) | | | | | | (7,856) | | | | | | (3,277) | | | | | | (1,005) | | |
Cash paid for business combinations, net of cash acquired
|
| | | | (115,037) | | | | | | (3,519) | | | | | | (1,809) | | | | | | (3,965) | | |
Other investing activities
|
| | | | (225) | | | | | | 323 | | | | | | — | | | | | | — | | |
Net cash used in investing activities
|
| | | | (134,409) | | | | | | (12,671) | | | | | | (6,069) | | | | | | (5,596) | | |
Cash from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for business combinations
|
| | | | (9,131) | | | | | | (9,461) | | | | | | (3,572) | | | | | | (4,046) | | |
Proceeds from issuance of long-term debt
|
| | | | — | | | | | | 115,931 | | | | | | — | | | | | | — | | |
Payments on long term debt
|
| | | | (5,125) | | | | | | (10,169) | | | | | | (25) | | | | | | — | | |
Proceeds from issuance of preferred units, net of issuance costs
|
| | | | 313,038 | | | | | | 500 | | | | | | — | | | | | | — | | |
Other financing activities
|
| | | | — | | | | | | (339) | | | | | | (70) | | | | | | (30) | | |
Net cash provided by (used in) financing activities
|
| | | | 298,782 | | | | | | 96,462 | | | | | | (3,667) | | | | | | (4,076) | | |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted
cash |
| | | | 12 | | | | | | 159 | | | | | | (535) | | | | | | (19) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 128,929 | | | | | | 81,523 | | | | | | (42,875) | | | | | | 134,419 | | |
Cash, cash equivalents and restricted cash, beginning of period
|
| | | | 80,560 | | | | | | 209,489 | | | | | | 209,489 | | | | | | 291,012 | | |
Cash, cash equivalents and restricted cash, end of period
|
| | | $ | 209,489 | | | | | $ | 291,012 | | | | | $ | 166,614 | | | | | $ | 425,431 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for income taxes, net of refunds
|
| | | | 37 | | | | | | 188 | | | | | | 41 | | | | | | 31 | | |
Cash paid for interest
|
| | | | 1,141 | | | | | | 1,280 | | | | | | 325 | | | | | | 177 | | |
Issuance of common units for consideration in a business combination
|
| | | | 1,172 | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Redeemable Convertible
Preferred Units |
| | |
Common Units
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Members’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| | |
Units
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of December 31, 2018
|
| | | | 131,932,428 | | | | | $ | 209,781 | | | | | | | 172,597,788 | | | | | $ | — | | | | | $ | — | | | | | $ | (385) | | | | | $ | (164,908) | | | | | $ | (165,293) | | |
Cumulative effect from adoption of ASU
2014-09 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,056 | | | | |
|
5,056
|
| |
Issuance of Series C redeemable convertible preferred units, net of issuance costs
|
| | | | 95,686,490 | | | | | | 245,912 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Issuance of Series C-1 redeemable convertible preferred units, net of issuance costs
|
| | | | 27,985,068 | | | | | | 50,344 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Issuance of Series C-2 redeemable convertible preferred units, net of issuance costs
|
| | | | 8,706,402 | | | | | | 16,782 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Issuance of common units for consideration in a business combination
|
| | | | | | | | | | | | | | | | | 4,226,364 | | | | | | | | | | | | 1,172 | | | | | | | | | | | | | | | | |
|
1,172
|
| |
Equity-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69 | | | | | | | | | | | | | | | | |
|
69
|
| |
Remeasurement of redeemable convertible preferred units
|
| | | | | | | | | | 42,186 | | | | | | | | | | | | | | | | | | | (1,241) | | | | | | | | | | | | (40,945) | | | | |
|
(42,186)
|
| |
Foreign currency translation adjustments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 939 | | | | | | | | | | |
|
939
|
| |
Net Loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (84,872) | | | | |
|
(84,872)
|
| |
Balance as of December 31, 2019
|
| | | | 264,310,388 | | | | | $ | 565,005 | | | | | | | 176,824,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 554 | | | | | $ | (285,669) | | | | | $ | (285,115) | | |
Issuance of Series C-1 redeemable convertible preferred units, net of issuance costs
|
| | | | 270,387 | | | | | | 500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Exercise of Series A preferred unit warrant
|
| | | | 3,107,279 | | | | | | 4,041 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Equity-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,349 | | | | | | | | | | | | | | | | |
|
3,349
|
| |
Remeasurement of redeemable convertible preferred units
|
| | | | | | | | | | 202,433 | | | | | | | | | | | | | | | | | | | (3,349) | | | | | | | | | | | | (199,084) | | | | |
|
(202,433)
|
| |
Foreign currency translation
adjustments |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (313) | | | | | | | | | | |
|
(313)
|
| |
Net Loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (92,338) | | | | |
|
(92,338)
|
| |
Balance as of December 31, 2020
|
| | | | 267,688,054 | | | | | $ | 771,979 | | | | | | | 176,824,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 241 | | | | | $ | (577,091) | | | | | $ | (576,850) | | |
| | |
Redeemable Convertible
Preferred Units |
| | |
Common Units
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Members’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| | |
Units
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 264,310,388 | | | | | $ | 565,005 | | | | | | | 176,824,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 554 | | | | | $ | (285,669) | | | | | $ | (285,115) | | |
Remeasurement of redeemable convertible preferred units (unaudited)
|
| | | | | | | | | | (13,439) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,439 | | | | |
|
13,439
|
| |
Foreign currency translation adjustments (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 245 | | | | | | | | | | |
|
245
|
| |
Net Loss (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (36,936) | | | | |
|
(36,936)
|
| |
Balance as of March 31, 2020 (unaudited)
|
| | | | 264,310,388 | | | | | $ | 551,566 | | | | | | | 176,824,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 799 | | | | | $ | (309,166) | | | | | $ | (308,367) | | |
Balance as of December 31, 2020
|
| | | | 267,688,054 | | | | | $ | 771,979 | | | | | | | 176,824,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 241 | | | | | $ | (577,091) | | | | | $ | (576,850) | | |
Equity-based compensation (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 843 | | | | | | | | | | | | | | | | |
|
843
|
| |
Exercise of equity-based option (unaudited)
|
| | | | | | | | | | | | | | | | | 65,000 | | | | | | — | | | | | | 65 | | | | | | | | | | | | | | | | |
|
65
|
| |
Remeasurement of redeemable convertible preferred units (unaudited)
|
| | | | | | | | | | 426,101 | | | | | | | | | | | | | | | | | | | (908) | | | | | | | | | | | | (425,193) | | | | |
|
(426,101)
|
| |
Foreign currency translation adjustments (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (305) | | | | | | | | | | |
|
(305)
|
| |
Net Loss (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (49,293) | | | | |
|
(49,293)
|
| |
Balance as of March 31, 2021 (unaudited)
|
| | | | 267,688,054 | | | | | $ | 1,198,080 | | | | | | | 176,889,152 | | | | | $ | — | | | | | $ | — | | | | | $ | (64) | | | | | $ | (1,051,577) | | | | | $ | (1,051,641) | | |
| | |
Page
|
| |||
| | | | F-43 | | | |
| | | | F-43 | | | |
| | | | F-54 | | | |
| | | | F-56 | | | |
| | | | F-58 | | | |
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-61 | | | |
| | | | F-63 | | | |
| | | | F-64 | | | |
| | | | F-69 | | | |
| | | | F-72 | | | |
| | | | F-73 | | | |
| | | | F-75 | | | |
| | | | F-76 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Cash and Cash Equivalents
|
| | | $ | 144,205 | | | | | $ | 218,484 | | | | | $ | 290,282 | | |
Restricted Cash
|
| | | | 65,284 | | | | | | 72,528 | | | | | | 135,149 | | |
Total
|
| | | $ | 209,489 | | | | | $ | 291,012 | | | | | $ | 425,431 | | |
| | |
Years ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Vacation rental platform
|
| | | $ | 289,720 | | | | | $ | 454,476 | | | | | $ | 103,889 | | | | | $ | 118,213 | | |
Other services
|
| | | | 9,561 | | | | | | 37,284 | | | | | | 9,500 | | | | | | 11,205 | | |
Total
|
| | | $ | 299,281 | | | | | $ | 491,760 | | | | | $ | 113,389 | | | | | $ | 129,418 | | |
| | |
Fair Value
|
| |||
Cash consideration paid to Wyndham Destinations, Inc.
|
| | | $ | 156,404 | | |
Fair value of Vacasa’s common stock units issued to Wyndham Destinations, Inc.
|
| | | | 1,172 | | |
Total purchase consideration
|
| | | $ | 157,576 | | |
| | |
Amount
|
| |||
Cash
|
| | | $ | 42,429 | | |
Other current assets
|
| | | | 9,838 | | |
Property, plant, and equipment
|
| | | | 35,539 | | |
Identifiable intangible assets
|
| | | | 79,247 | | |
Other assets
|
| | | | 1,201 | | |
Total assets acquired
|
| | | | 168,254 | | |
Current liabilities
|
| | | | (62,553) | | |
Other liabilities
|
| | | | (2,677) | | |
Total liabilities assumed
|
| | | | (65,230) | | |
Net assets purchased
|
| | | | 103,024 | | |
Goodwill
|
| | | | 54,552 | | |
Total purchase consideration
|
| | | $ | 157,576 | | |
| | |
Estimated
Useful Life |
| |
Fair Value
|
| |||
Trademarks and tradenames
|
| |
2 years
|
| | | $ | 5,500 | | |
Database and listings
|
| |
5 years
|
| | | | 14,540 | | |
Favorable leasehold interests
|
| |
2 years
|
| | | | 127 | | |
Homeowner contracts
|
| |
10 years
|
| | | | 59,080 | | |
Total identifiable intangible assets
|
| | | | | | $ | 79,247 | | |
| | |
Year ended
December 31, 2019 |
| |||
Revenue
|
| | | $ | 505,957 | | |
Net loss
|
| | | | (85,261) | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Contingent consideration
|
| | | $ | — | | | | | $ | — | | | | | $ | 10,422 | | | | | $ | 10,422 | | |
Warrant derivative liabilities (Note 11)
|
| | | | — | | | | | | — | | | | | $ | 3,950 | | | | | $ | 3,950 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Contingent consideration
|
| | | $ | — | | | | | $ | — | | | | | $ | 7,681 | | | | | $ | 7,681 | | |
Warrant derivative liabilities (Note 11)
|
| | | | — | | | | | | — | | | | | | 6,516 | | | | | | 6,516 | | |
| | |
As of March 31, 2021
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Contingent consideration
|
| | | $ | — | | | | | $ | — | | | | | $ | 10,003 | | | | | $ | 10,003 | | |
Warrant derivative liabilities (Note 11)
|
| | | | — | | | | | | — | | | | | $ | 13,154 | | | | | $ | 13,154 | | |
| | |
Year ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Balance, beginning of period
|
| | | $ | 883 | | | | | $ | 3,950 | | | | | $ | 3,950 | | | | | $ | 6,516 | | |
Warrant derivative liabilities recorded upon extinguishment of debt
|
| | | | 2,136 | | | | | | — | | | | | | — | | | | | | | | |
Change in fair value of warrant derivative liabilities included in earnings
|
| | | | 931 | | | | | | 6,637 | | | | | | (331) | | | | | | 6,638 | | |
Fair value of the warrants exercised during the period
|
| | | | — | | | | | | (4,071) | | | | | | — | | | | | | | | |
Balance, end of period
|
| | | $ | 3,950 | | | | | $ | 6,516 | | | | | $ | 3,619 | | | | | $ | 13,154 | | |
| | | | | |
As of December 31,
|
| |
As of March 31,
2021 |
| ||||||||||||
| | |
Useful lives (years)
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | | | | |
(unaudited)
|
| |||
Land
|
| |
Indefinite
|
| | | $ | 11,612 | | | | | $ | 11,612 | | | | | $ | 11,612 | | |
Buildings and building improvements
|
| |
12 – 35
|
| | | | 9,063 | | | | | | 9,084 | | | | | | 9,085 | | |
Leasehold improvements
|
| |
Shorter of estimated useful
life or lease term |
| | | | 6,013 | | | | | | 6,108 | | | | | | 6,127 | | |
Computer equipment
|
| |
3
|
| | | | 6,518 | | | | | | 7,376 | | | | | | 7,792 | | |
Furniture, fixtures, and other
|
| |
2 – 12
|
| | | | 12,736 | | | | | | 12,769 | | | | | | 12,825 | | |
Vehicles
|
| |
2 – 8
|
| | | | 4,204 | | | | | | 4,427 | | | | | | 4,517 | | |
Internal-use software
|
| |
4
|
| | | | 30,271 | | | | | | 38,150 | | | | | | 39,098 | | |
Total
|
| | | | | | | 80,417 | | | | | | 89,526 | | | | | | 91,056 | | |
Less: Accumulated depreciation
|
| | | | | | | (9,090) | | | | | | (24,439) | | | | | | (28,439) | | |
Property and equipment, net
|
| | | | | | $ | 71,327 | | | | | $ | 65,087 | | | | | $ | 62,617 | | |
| | |
Weighted
Average Useful Life Remaining (Years) |
| |
As of December 31, 2019
|
| ||||||||||||||||||
| | |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Homeowner contracts
|
| | | | 9 | | | | | $ | 79,600 | | | | | $ | (8,419) | | | | | $ | 71,181 | | |
Databases, photos, and property listings
|
| | | | 4 | | | | | | 17,712 | | | | | | (3,020) | | | | | | 14,692 | | |
Trade names
|
| | | | 2 | | | | | | 7,088 | | | | | | (1,370) | | | | | | 5,718 | | |
Other(1) | | | | | 2 | | | | | | 2,451 | | | | | | (1,248) | | | | | | 1,203 | | |
Total intangible assets
|
| | | | | | | | | $ | 106,851 | | | | | $ | (14,057) | | | | | $ | 92,794 | | |
| | |
Weighted
Average Useful Life Remaining (Years) |
| |
As of December 31, 2020
|
| ||||||||||||||||||
| | |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Homeowner contracts
|
| | | | 7 | | | | | $ | 80,835 | | | | | $ | (17,097) | | | | | $ | 63,738 | | |
Databases, photos, and property listings
|
| | | | 3 | | | | | | 18,159 | | | | | | (7,765) | | | | | | 10,394 | | |
Trade names
|
| | | | 1 | | | | | | 7,215 | | | | | | (4,454) | | | | | | 2,761 | | |
Other(1) | | | | | 2 | | | | | | 2,665 | | | | | | (2,132) | | | | | | 533 | | |
Total intangible assets
|
| | | | | | | | | $ | 108,874 | | | | | $ | (31,448) | | | | | $ | 77,426 | | |
| | |
Weighted
Average Useful Life Remaining (Years) |
| |
As of March 31, 2021
|
| | | | ||||||||||||||||||||||||
| | |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| | | | |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | |||||||||||||||||||||
Homeowner contracts
|
| | | | 7 | | | | | $ | 82,573 | | | | | $ | (19,582) | | | | | $ | 62,991 | | | | | | ||||||
Databases, photos, and property listings
|
| | | | 3 | | | | | | 18,188 | | | | | | (8,781) | | | | | | 9,407 | | | | | | ||||||
Trade names
|
| | | | 1 | | | | | | 7,261 | | | | | | (5,232) | | | | | | 2,029 | | | | | | ||||||
Other(1) | | | | | 2 | | | | | | 15,140 | | | | | | (2,408) | | | | | | 12,732 | | | | | | ||||||
Total intangible assets
|
| | | | | | | | | $ | 123,162 | | | | | $ | (36,003) | | | | | $ | 87,159 | | | | | |
Year ending December 31:
|
| |
Amount
|
| |||
2021
|
| | | $ | 17,984 | | |
2022
|
| | | | 14,852 | | |
2023
|
| | | | 13,558 | | |
2024
|
| | | | 7,728 | | |
2025
|
| | | | 6,004 | | |
Thereafter
|
| | | | 17,300 | | |
Total
|
| | | $ | 77,426 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Balance at the beginning of the year
|
| | | $ | 47,399 | | | | | $ | 115,914 | | | | | $ | 121,487 | | |
Acquisitions
|
| | | | 68,027 | | | | | | 5,486 | | | | | | 4,523 | | |
Foreign exchange translation and other
|
| | | | 488 | | | | | | 87 | | | | | | (47) | | |
Balance at the end of the year
|
| | | $ | 115,914 | | | | | $ | 121,487 | | | | | $ | 125,963 | | |
| | |
Year Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Costs of revenue
|
| | | $ | 12,961 | | | | | $ | 9,630 | | | | | $ | 3,491 | | | | | $ | 1,691 | | |
Operations and support
|
| | | | 7,975 | | | | | | 15,158 | | | | | | 3,646 | | | | | | 2,925 | | |
General and administrative
|
| | | | 2,678 | | | | | | 5,089 | | | | | | 967 | | | | | | 1,219 | | |
Total rent expense
|
| | | $ | 23,614 | | | | | $ | 29,877 | | | | | $ | 8,104 | | | | | $ | 5,835 | | |
| | |
Operating Leases
|
| |||
2021
|
| | | $ | 12,979 | | |
2022
|
| | | | 10,617 | | |
2023
|
| | | | 5,810 | | |
2024
|
| | | | 5,006 | | |
2025
|
| | | | 4,747 | | |
Thereafter
|
| | | | 15,392 | | |
Total future minimum obligations
|
| | | $ | 54,551 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Employee-related accruals
|
| | | $ | 14,559 | | | | | $ | 13,409 | | | | | $ | 15,922 | | |
Homeowner reserves
|
| | | | 4,738 | | | | | | 4,962 | | | | | | 5,605 | | |
Warrant derivative liabilities
|
| | | | 3,950 | | | | | | 6,516 | | | | | | 13,154 | | |
Current portion of acquisition liabilities
|
| | | | 9,920 | | | | | | 10,460 | | | | | | 13,497 | | |
Other current liabilities
|
| | | | 6,152 | | | | | | 8,675 | | | | | | 9,083 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 39,319 | | | | | $ | 44,022 | | | | | $ | 57,261 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Senior Secured Convertible Notes
|
| | | $ | — | | | | | $ | 112,793 | | | | | $ | 114,561 | | |
Other
|
| | | | 1,016 | | | | | | 764 | | | | | | 764 | | |
Total debt
|
| | | | 1,016 | | | | | | 113,557 | | | | | | 115,325 | | |
Less deferred financing costs
|
| | | | 26 | | | | | | 1,743 | | | | | | 1,583 | | |
Less current maturities(1)
|
| | | | 208 | | | | | | 125 | | | | | | 125 | | |
Long-term portion
|
| | | $ | 782 | | | | | $ | 111,689 | | | | | $ | 113,617 | | |
|
2021
|
| | | $ | 125 | | |
|
2022
|
| | | | 125 | | |
|
2023
|
| | | | 112,932 | | |
|
2024
|
| | | | 125 | | |
|
2025
|
| | | | 125 | | |
|
Thereafter
|
| | | | 125 | | |
|
Total
|
| | | $ | 113,557 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
United States
|
| | | $ | (76,530) | | | | | $ | (83,232) | | |
Foreign
|
| | | | (8,418) | | | | | | (9,421) | | |
Total
|
| | | $ | (84,948) | | | | | $ | (92,653) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Current: | | | | | | | | | | | | | |
Federal U.S.
|
| | | $ | — | | | | | $ | 14 | | |
State and local
|
| | | | 2 | | | | | | 110 | | |
Foreign
|
| | | | (1) | | | | | | 117 | | |
| | | | | 1 | | | | | | 241 | | |
Deferred and other: | | | | | | | | | | | | | |
Federal U.S.
|
| | | | — | | | | | | — | | |
State and local
|
| | | | — | | | | | | (223) | | |
Foreign
|
| | | | (77) | | | | | | (333) | | |
| | | | | (77) | | | | | | (556) | | |
Total tax benefit
|
| | | $ | (76) | | | | | $ | (315) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Income tax expense (benefit) at federal statutory rate
|
| | | | 21% | | | | | | 21% | | |
Increase (decrease) in tax rate resulting from: | | | | | | | | | | | | | |
Effect of flow-through entity
|
| | | | (21)% | | | | | | (21)% | | |
Income tax expense (benefit)
|
| | | | —% | | | | | | —% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Deferred Tax Assets: | | | | | | | | | | | | | |
NOL and tax credit carryforwards
|
| | | $ | 259 | | | | | $ | 704 | | |
Reserves and accruals not currently deductible for tax purposes
|
| | | | 63 | | | | | | 96 | | |
Goodwill and other intangibles – DTA
|
| | | | 865 | | | | | | 902 | | |
Other – DTA
|
| | | | — | | | | | | 29 | | |
Gross deferred tax assets
|
| | | | 1,187 | | | | | | 1,731 | | |
Less: valuation allowance
|
| | | | (1,125) | | | | | | (1,672) | | |
Total deferred tax assets
|
| | | $ | 62 | | | | | $ | 59 | | |
Deferred Tax Liabilities: | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | (5) | | | | | | (46) | | |
Goodwill and other intangibles – DTL
|
| | | | (1,549) | | | | | | (1,218) | | |
Other – DTL
|
| | | | (10) | | | | | | (3) | | |
Total deferred tax liabilities
|
| | | $ | (1,564) | | | | | $ | (1,267) | | |
Net deferred tax liability(1)
|
| | | $ | (1,502) | | | | | $ | (1,208) | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Units Authorized
|
| |
Units
Issued and Outstanding |
| |
Issuance Price
Per Unit |
| |
Net Carrying
Value |
| |
Aggregate
Liquidation Preference |
| |||||||||||||||
Series A
|
| | | | 35,000 | | | | | | 30,000 | | | | | $ | 1.00 | | | | | $ | 42,143 | | | | | $ | 36,465 | | |
Series B
|
| | | | 69,933 | | | | | | 69,933 | | | | | | 1.48 | | | | | | 124,325 | | | | | | 115,437 | | |
Series B-2
|
| | | | 47,000 | | | | | | 32,000 | | | | | | 2.00 | | | | | | 69,701 | | | | | | 68,056 | | |
Series C
|
| | | | 105,992 | | | | | | 95,686 | | | | | | 2.64 | | | | | | 255,164 | | | | | | 255,164 | | |
Series C-1
|
| | | | 27,985 | | | | | | 27,985 | | | | | | 1.85 | | | | | | 55,458 | | | | | | 52,239 | | |
Series C-2
|
| | | | 8,706 | | | | | | 8,706 | | | | | | 1.98 | | | | | | 18,214 | | | | | | 17,412 | | |
Total
|
| | | | 294,616 | | | | | | 264,310 | | | | | | | | | | | $ | 565,005 | | | | | $ | 544,773 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Units Authorized
|
| |
Units
Issued and Outstanding |
| |
Issuance Price
Per Unit |
| |
Net Carrying
Value |
| |
Aggregate
Liquidation Preference |
| |||||||||||||||
Series A
|
| | | | 35,000 | | | | | | 33,107 | | | | | | 1.00 | | | | | $ | 68,334 | | | | | $ | 38,288 | | |
Series B
|
| | | | 69,933 | | | | | | 69,933 | | | | | | 1.48 | | | | | | 175,416 | | | | | | 121,209 | | |
Series B-2
|
| | | | 47,000 | | | | | | 32,000 | | | | | | 2.00 | | | | | | 94,261 | | | | | | 71,459 | | |
Series C
|
| | | | 105,992 | | | | | | 95,686 | | | | | | 2.64 | | | | | | 330,071 | | | | | | 267,922 | | |
Series C-1
|
| | | | 28,256 | | | | | | 28,256 | | | | | | 1.85 | | | | | | 78,656 | | | | | | 54,850 | | |
Series C-2
|
| | | | 8,706 | | | | | | 8,706 | | | | | | 1.98 | | | | | | 25,241 | | | | | | 18,283 | | |
Series D-1
|
| | | | 150,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Series D-2
|
| | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 744,887 | | | | | | 267,688 | | | | | | | | | | | $ | 771,979 | | | | | $ | 572,011 | | |
| | |
As of March 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Units Authorized
|
| |
Units
Issued and Outstanding |
| |
Issuance Price
Per Unit |
| |
Net Carrying
Value |
| |
Aggregate
Liquidation Preference |
| |||||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||||||||
Series A
|
| | | | 35,000 | | | | | | 33,107 | | | | | | 1.00 | | | | | $ | 111,688 | | | | | $ | 38,767 | | |
Series B
|
| | | | 69,933 | | | | | | 69,933 | | | | | | 1.48 | | | | | | 278,827 | | | | | | 122,724 | | |
Series B-2
|
| | | | 47,000 | | | | | | 32,000 | | | | | | 2.00 | | | | | | 145,965 | | | | | | 72,352 | | |
Series C
|
| | | | 105,992 | | | | | | 95,686 | | | | | | 2.64 | | | | | | 498,036 | | | | | | 271,271 | | |
Series C-1
|
| | | | 28,256 | | | | | | 28,256 | | | | | | 1.85 | | | | | | 124,083 | | | | | | 55,536 | | |
Series C-2
|
| | | | 8,706 | | | | | | 8,706 | | | | | | 1.98 | | | | | | 39,481 | | | | | | 18,511 | | |
Series D-1
|
| | | | 150,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Series D-2
|
| | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 744,887 | | | | | | 267,688 | | | | | | | | | | | $ | 1,198,080 | | | | | $ | 579,161 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Conversion of outstanding redeemable convertible preferred units
|
| | | | 288,798 | | | | | | 292,201 | | | | | | 292,201 | | |
Unit appreciation rights issued and outstanding
|
| | | | 17,358 | | | | | | 13,345 | | | | | | 13,492 | | |
Series A preferred unit warrants outstanding
|
| | | | 5,000 | | | | | | — | | | | | | — | | |
Conversion of Series D-1 convertible notes
|
| | | | — | | | | | | 114,820 | | | | | | 117,349 | | |
Exercise and conversion of common unit warrants
|
| | | | 7,453 | | | | | | 7,453 | | | | | | 7,453 | | |
Total
|
| | | | 318,609 | | | | | | 427,819 | | | | | | 430,495 | | |
| | |
Year Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
|
| | | | | | | | |
(unaudited)
|
| |||
Expected volatility
|
| |
31.0% – 32.4%
|
| |
36.2% – 45.6%
|
| |
31.0% – 36.2%
|
| |
45.6% – 55.0%
|
|
Dividend yield
|
| |
—%
|
| |
—%
|
| |
—%
|
| |
—%
|
|
Expected term (in years)
|
| |
3.0
|
| |
2.3 – 3.1
|
| |
3.0 – 3.1
|
| |
0.6 – 2.3
|
|
Risk-free rate
|
| |
1.5% – 2.5%
|
| |
0.1% – 0.2%
|
| |
0.1% – 1.5%
|
| |
0.0% – 0.2%
|
|
Marketability discount
|
| |
29.1% – 29.9%
|
| |
23.4% – 39.7%
|
| |
29.1% – 39.7%
|
| |
22.3% – 23.4%
|
|
Unit Appreciation Rights
|
| |
Units (000s)
|
| |
Weighted Average
Exercise Price |
| |
Weighted Average
Remaining Contractual Term (in years) |
| |||||||||
Balance as of December 31, 2019
|
| | | | 17,358 | | | | | $ | 1.07 | | | | | | 7 | | |
Granted
|
| | | | 2,451 | | | | | $ | 1.13 | | | | | | 10 | | |
Exercised
|
| | | | — | | | | | $ | — | | | | | | — | | |
Forfeited or expired
|
| | | | (6,464) | | | | | $ | 1.10 | | | | | | 7 | | |
Balance as of December 31, 2020
|
| | | | 13,345 | | | | | $ | 1.07 | | | | | | 7 | | |
Granted (unaudited)
|
| | | | 328 | | | | | $ | 1.44 | | | | | | 10 | | |
Exercised (unaudited)
|
| | | | — | | | | | $ | — | | | | | | — | | |
Forfeited or expired (unaudited)
|
| | | | (181) | | | | | $ | 1.17 | | | | | | 8 | | |
Balance as of March 31, 2021 (unaudited)
|
| | | | 13,492 | | | | | $ | 1.07 | | | | | | 7 | | |
| | |
Years Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Number of UARs granted (000s)
|
| | | | 4,988 | | | | | | 2,451 | | | | | | 650 | | | | | | 328 | | |
Weighted average grant-date fair value per UAR
|
| | | $ | 0.04 | | | | | $ | 0.16 | | | | | $ | 0.03 | | | | | $ | 1.40 | | |
| | |
Year Ended December 31,
|
| |
Three Months Ended March 31,
|
|
| | |
2020
|
| |
2021
|
|
| | | | | |
(unaudited)
|
|
Expected volatility
|
| |
36.2% – 45.6%
|
| |
45.6% – 55.0%
|
|
Dividend yield
|
| |
—%
|
| |
—%
|
|
Expected term (in years)
|
| |
2.3 – 3.1
|
| |
0.6 – 2.3
|
|
Risk free rate
|
| |
0.1% – 0.2%
|
| |
0.0% – 0.1%
|
|
Marketability discount
|
| |
23.4% – 39.7%
|
| |
23.4% – 26.6%
|
|
| | |
Number of Units
(000s) |
| |
Weighted-Average
Grant Date Fair Value |
| ||||||
Unvested balance as of December 31, 2019
|
| | | | — | | | | | $ | — | | |
Units granted
|
| | | | 34,042 | | | | | $ | 0.26 | | |
Units vested
|
| | | | (14,272) | | | | | $ | 0.23 | | |
Units forfeited or cancelled
|
| | | | — | | | | | $ | — | | |
Unvested balance as of December 31, 2020
|
| | | | 19,770 | | | | | $ | 0.29 | | |
Units granted (unaudited)
|
| | | | 4,546 | | | | | $ | 1.65 | | |
Units vested (unaudited)
|
| | | | (2,325) | | | | | $ | 0.27 | | |
Units forfeited or cancelled (unaudited)
|
| | | | — | | | | | $ | — | | |
Unvested balance as of March 31, 2021 (unaudited)
|
| | | | 21,991 | | | | | $ | 0.57 | | |
| | |
Years Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Cost of revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operations and support
|
| | | | — | | | | | | 252 | | | | | | — | | | | | | 31 | | |
Technology and development
|
| | | | — | | | | | | 641 | | | | | | — | | | | | | 167 | | |
Sales and marketing
|
| | | | — | | | | | | 372 | | | | | | — | | | | | | 239 | | |
General and administrative
|
| | | | 69 | | | | | | 2,084 | | | | | | — | | | | | | 406 | | |
Total equity-based compensation expense
|
| | | $ | 69 | | | | | $ | 3,349 | | | | | $ | — | | | | | $ | 843 | | |
| | |
Year Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Numerator | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (84,872) | | | | | $ | (92,338) | | | | | $ | (36,936) | | | | | $ | (49,293) | | |
Remeasurement of redeemable convertible preferred units
|
| | | | (42,186) | | | | | | (202,433) | | | | | | 13,439 | | | | | | (426,101) | | |
Net loss attributable to common unit holders
|
| | | $ | (127,058) | | | | | $ | (294,771) | | | | | $ | (23,497) | | | | | $ | (475,394) | | |
Denominator | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average units used to compute net loss per unit attributable to common units – basic and diluted
|
| | | | 173,408 | | | | | | 176,824 | | | | | | 176,824 | | | | | | 176,879 | | |
Net loss per common unit, basic and diluted
|
| | | $ | (0.73) | | | | | $ | (1.67) | | | | | $ | (0.13) | | | | | $ | (2.69) | | |
| | |
Year Ended December 31,
|
| |
Three Months Ended March 31,
|
| ||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Common unit warrants outstanding
|
| | | | 7,453 | | | | | | 7,453 | | | | | | 7,453 | | | | | | 7,453 | | |
Series A preferred unit warrants outstanding
|
| | | | 5,000 | | | | | | — | | | | | | 5,000 | | | | | | — | | |
Conversion of Series D-1 convertible notes
|
| | | | — | | | | | | 114,820 | | | | | | — | | | | | | 117,349 | | |
Redeemable convertible preferred units outstanding
|
| | | | 288,798 | | | | | | 292,201 | | | | | | 288,798 | | | | | | 292,201 | | |
Total
|
| | | | 301,251 | | | | | | 414,474 | | | | | | 301,251 | | | | | | 417,003 | | |
| Audited Financial Statements as of and for the Year Ended December 31, 2021 | | | |||||
| | | | | F-80 | | | |
| | | | | F-81 | | | |
| | | | | F-82 | | | |
| | | | | F-83 | | | |
| | | | | F-84 | | | |
| | | | | F-85 | | |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Cash and cash equivalents
|
| | | $ | 42,095,831 | | |
|
Funds held on behalf of property owners
|
| | | | 18,711,538 | | |
|
Accounts receivable, net
|
| | | | 3,004,237 | | |
|
Capitalized contract costs, net
|
| | | | 1,536,540 | | |
|
Prepaid expenses and other current assets
|
| | | | 953,327 | | |
|
Total current assets
|
| | | | 66,301,473 | | |
|
Capitalized contract costs, net
|
| | | | 1,032,290 | | |
|
Property and equipment, net
|
| | | | 1,542,493 | | |
|
Other assets
|
| | | | 68,861 | | |
|
Total
|
| | | $ | 68,945,117 | | |
| Liabilities and Stockholders’ Equity (Deficit) | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 1,247,404 | | |
|
Accrued expenses and other current liabilities
|
| | | | 7,329,802 | | |
|
Liability for funds held on behalf of property owners
|
| | | | 25,052,558 | | |
|
Deferred revenue
|
| | | | 8,896,187 | | |
|
Paycheck Protection Program loan (Note 6)
|
| | | | 6,419,900 | | |
|
Total current liabilities
|
| | | | 48,945,851 | | |
|
Line of credit
|
| | | | 8,000,000 | | |
|
Total liabilities
|
| | | | 56,945,851 | | |
| Commitments and contingencies (Note 7) | | | | | | | |
| Redeemable convertible preferred stock, par value $0.001: | | | | | | | |
|
Series E Preferred Stock, 11,203,300 shares authorized, issued, and outstanding
|
| | | | 33,000,441 | | |
|
Series D Preferred Stock, 12,995,504 shares authorized, issued, and outstanding
|
| | | | 30,999,475 | | |
|
Series C Preferred Stock, 14,575,720 shares authorized, 14,492,624 shares issued and outstanding
|
| | | | 21,347,635 | | |
|
Series B Preferred Stock, 10,102,990 shares authorized, issued, and outstanding
|
| | | | 10,299,998 | | |
|
Series A Preferred Stock, 6,340,548 shares authorized, issued, and outstanding
|
| | | | 5,000,156 | | |
|
Series Seed 2 Preferred Stock, 8,463,310 shares authorized, issued, and outstanding
|
| | | | 3,037,482 | | |
|
Series Seed 1 Preferred Stock, 6,265,163 shares authorized, issued, and outstanding
|
| | | | 1,697,859 | | |
|
Total redeemable convertible preferred stock
|
| | | | 105,383,046 | | |
| Stockholders’ equity (deficit): | | | | | | | |
|
Common stock, par value $0.0001, 106,941,000 shares authorized, 19,135,738 shares issued and outstanding as of December 31, 2020
|
| | | | 1,913 | | |
|
Additional paid-in capital
|
| | | | 855,825 | | |
|
Accumulated deficit
|
| | | | (94,241,518) | | |
|
Total stockholders’ deficit
|
| | | | (93,383,780) | | |
|
Total
|
| | | $ | 68,945,117 | | |
|
Revenues
|
| | | $ | 93,214,432 | | |
|
Cost of revenues
|
| | | | 47,439,183 | | |
|
Gross profit
|
| | | | 45,775,249 | | |
| Operating expenses: | | | | | | | |
|
Employee compensation and benefits
|
| | | | 34,306,070 | | |
|
General and administrative
|
| | | | 10,351,726 | | |
|
Sales and marketing
|
| | | | 5,974,809 | | |
|
Travel
|
| | | | 1,307,462 | | |
|
Depreciation and amortization
|
| | | | 957,526 | | |
|
Total operating expenses
|
| | | | 52,897,593 | | |
|
Loss from operations
|
| | | | (7,122,344) | | |
| Other income (expense): | | | | | | | |
|
Interest income
|
| | | | 82,338 | | |
|
Interest expense
|
| | | | (274,391) | | |
|
Other expense, net
|
| | | | (99) | | |
|
Total other income, net
|
| | | | (192,152) | | |
|
Loss before income taxes
|
| | | | (7,314,496) | | |
|
Income tax expense
|
| | | | 128,001 | | |
|
Net loss and comprehensive loss
|
| | | $ | (7,442,497) | | |
| | |
Redeemable Convertible
Preferred Stock |
| |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, December 31, 2019
|
| | | | 69,863,439 | | | | | $ | 105,383,046 | | | | | | 18,655,367 | | | | | $ | 1,865 | | | | | $ | 354,171 | | | | | $ | (86,799,021) | | | | | $ | (86,442,985) | | |
Exercise of common stock options
|
| | | | — | | | | | | — | | | | | | 480,371 | | | | | | 48 | | | | | | 123,170 | | | | | | — | | | | | | 123,218 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 378,484 | | | | | | — | | | | | | 378,484 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,442,497) | | | | | | (7,442,497) | | |
Balance, December 31, 2020
|
| | | | 69,863,439 | | | | | $ | 105,383,046 | | | | | | 19,135,738 | | | | | $ | 1,913 | | | | | $ | 855,825 | | | | | $ | (94,241,518) | | | | | $ | (93,383,780) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (7,442,497) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Release of provision for bad debt
|
| | | | (4,351) | | |
|
Amortization of contract costs
|
| | | | 1,214,369 | | |
|
Depreciation and amortization
|
| | | | 957,526 | | |
|
Loss on disposal of property and equipment
|
| | | | 50,868 | | |
|
Stock-based compensation
|
| | | | 378,484 | | |
|
Changes in operating assets and liabilities that provided (used) cash:
|
| | | | | | |
|
Funds held on behalf of property owners
|
| | | | (5,558,231) | | |
|
Accounts receivable
|
| | | | (1,394,339) | | |
|
Capitalized contract costs
|
| | | | (2,083,908) | | |
|
Prepaid expenses and other assets
|
| | | | 106,289 | | |
|
Accounts payable
|
| | | | 675,988 | | |
|
Accrued expenses and other current liabilities
|
| | | | 2,305,430 | | |
|
Liability for funds held on behalf of property owners
|
| | | | 7,514,815 | | |
|
Deferred revenue
|
| | | | 3,480,373 | | |
|
Net cash provided by operating activities
|
| | | | 200,816 | | |
| Cash Flows from Investing Activities- | | | | | | | |
|
Purchases of property and equipment
|
| | | | (939,746) | | |
|
Net cash used in investing activities
|
| | | | (939,746) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Borrowings on Paycheck Protection Program loan
|
| | | | 6,419,900 | | |
|
Borrowings on line of credit
|
| | | | 8,500,000 | | |
|
Payments on line of credit
|
| | | | (500,000) | | |
|
Proceeds from exercise of common stock options
|
| | | | 123,218 | | |
|
Net cash provided by financing activities
|
| | | | 14,543,118 | | |
|
Net change in cash and cash equivalents
|
| | | | 13,804,188 | | |
|
Cash and cash equivalents, beginning of year
|
| | | | 28,291,643 | | |
|
Cash and cash equivalents, end of year
|
| | | $ | 42,095,831 | | |
| Supplemental Cash Disclosure- | | | | | | | |
|
Cash paid for interest
|
| | | $ | 240,419 | | |
|
Property management services
|
| | | $ | 91,192,075 | | |
|
Other
|
| | | | 2,022,357 | | |
|
Total revenues
|
| | | $ | 93,214,432 | | |
|
Accrued expenses and other current liabilities
|
| | | $ | 1,252,358 | | |
|
Liability for funds held on behalf of property owners
|
| | | | 8,253,619 | | |
|
Deferred revenue
|
| | | | 3,959,804 | | |
|
Total liabilities associated with future stay credits
|
| | | $ | 13,465,781 | | |
|
Furniture and equipment
|
| | | $ | 1,590,925 | | |
|
Computers
|
| | | | 981,582 | | |
|
Software
|
| | | | 174,135 | | |
|
Leasehold improvements
|
| | | | 400,659 | | |
| | | | | | 3,147,301 | | |
|
Less accumulated depreciation
|
| | | | (1,604,808) | | |
|
Property and equipment, net
|
| | | $ | 1,542,493 | | |
|
2021
|
| | | $ | 295,156 | | |
|
2022
|
| | | | 73,927 | | |
|
Total
|
| | | $ | 369,083 | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price Per Share |
| |
Weighted
Average Remaining Contractual Term (in years) |
| |||||||||
Options outstanding, December 31, 2019
|
| | | | 8,593,262 | | | | | $ | 0.59 | | | | | | | | |
Granted
|
| | | | 1,115,800 | | | | | | 1.02 | | | | | | | | |
Exercised
|
| | | | (480,371) | | | | | | 0.26 | | | | | | | | |
Forfeited
|
| | | | (924,165) | | | | | | 0.83 | | | | | | | | |
Options outstanding, December 31, 2020
|
| | | | 8,304,526 | | | | | $ | 0.64 | | | | | | 7.0 | | |
Options vested and exercisable, December 31, 2020
|
| | | | 5,169,118 | | | | | $ | 0.46 | | | | | | 6.0 | | |
|
Expected volatility
|
| |
40.9%
|
|
|
Expected life
|
| |
6 years
|
|
|
Risk-free rate
|
| |
0.49%
|
|
|
Type of Stock
|
| |
Number of
Shares |
| |
Exercise
Price |
| |
Expiration Date
|
| ||||||
|
Series A Preferred Stock
|
| | | | 120,000 | | | | | $ | 0.7886 | | | |
May 26, 2025
|
|
|
Series C Preferred Stock
|
| | | | 83,096 | | | | | $ | 1.4730 | | | |
November 22, 2026
|
|
|
Common Stock
|
| | | | 32,673 | | | | | $ | 0.01 | | | |
December 9, 2030
|
|
|
Common Stock
|
| | | | 32,673 | | | | | $ | 1.01 | | | |
December 9, 2030
|
|
|
United States
|
| | | $ | (7,314,496) | | |
|
Total
|
| | | $ | (7,314,496) | | |
| Current: | | | | | | | |
|
Federal
|
| | | $ | — | | |
|
State
|
| | | | 128,001 | | |
|
Total current
|
| | | | 128,001 | | |
| Deferred: | | | | | | | |
|
Federal
|
| | | | — | | |
|
State
|
| | | | — | | |
|
Total deferred
|
| | | | — | | |
|
Total income tax expense
|
| | | $ | 128,001 | | |
|
Income tax expense at federal statutory rate
|
| | | $ | (1,536,044) | | |
| Increase (decrease) in tax rate resulting from: | | | | | | | |
|
State and local income taxes, net of federal tax benefit
|
| | | | 158,455 | | |
|
Nondeductible/nontaxable items
|
| | | | 38,133 | | |
|
Stock-based compensation
|
| | | | 79,482 | | |
|
Change in valuation allowance
|
| | | | 1,345,263 | | |
|
Other, net
|
| | | | 42,712 | | |
|
Income tax expense
|
| | | $ | 128,001 | | |
| Deferred tax assets: | | | | | | | |
|
Net operating loss carryforwards
|
| | | $ | 19,119,476 | | |
|
Other
|
| | | | 404,232 | | |
|
Total deferred tax assets
|
| | | | 19,523,708 | | |
| Deferred tax liabilities: | | | | | | | |
|
Capitalized contract costs
|
| | | | (591,652) | | |
|
Total deferred tax liabilities
|
| | | | (591,652) | | |
|
Less: valuation allowance
|
| | | | (18,932,056) | | |
|
Total deferred tax assets
|
| | | $ | — | | |
|
Unaudited Financial Statements as of March 31, 2021 and for the Period From January 1, 2021 to March 31, 2021
|
| | | | | | |
| | | | | F-96 | | | |
| | | | | F-97 | | | |
| | | | | F-98 | | | |
| | | | | F-99 | | | |
| | | | | F-100 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 37,846,344 | | | | | $ | 42,095,831 | | |
Funds held on behalf of property owners
|
| | | | 23,607,171 | | | | | | 18,711,538 | | |
Accounts receivable, net
|
| | | | 3,506,553 | | | | | | 3,004,237 | | |
Capitalized contract costs, net
|
| | | | 1,662,783 | | | | | | 1,536,540 | | |
Prepaid expenses and other current assets
|
| | | | 1,481,870 | | | | | | 953,327 | | |
Total current assets
|
| | | | 68,104,721 | | | | | | 66,301,473 | | |
Capitalized contract costs, net
|
| | | | 1,032,290 | | | | | | 1,032,290 | | |
Property and equipment, net
|
| | | | 1,601,415 | | | | | | 1,542,493 | | |
Other assets
|
| | | | 68,305 | | | | | | 68,861 | | |
Total
|
| | | $ | 70,806,731 | | | | | $ | 68,945,117 | | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,921,434 | | | | | $ | 1,247,404 | | |
Accrued expenses and other current liabilities
|
| | | | 9,709,642 | | | | | | 7,329,802 | | |
Liability for funds held on behalf of property owners
|
| | | | 31,628,123 | | | | | | 25,052,558 | | |
Deferred revenue
|
| | | | 11,479,983 | | | | | | 8,896,187 | | |
Paycheck Protection Program loan (Note 6)
|
| | | | 6,419,900 | | | | | | 6,419,900 | | |
Total current liabilities
|
| | | | 61,159,082 | | | | | | 48,945,851 | | |
Line of credit
|
| | | | — | | | | | | 8,000,000 | | |
Total liabilities
|
| | | | 61,159,082 | | | | | | 56,945,851 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | |
Redeemable convertible preferred stock, par value $0.001: | | | | | | | | | | | | | |
Series E Preferred Stock, 11,203,300 shares authorized, issued, and outstanding
|
| | | | 33,000,441 | | | | | | 33,000,441 | | |
Series D Preferred Stock, 12,995,504 shares authorized, issued, and outstanding
|
| | | | 30,999,475 | | | | | | 30,999,475 | | |
Series C Preferred Stock, 14,575,720 shares authorized, 14,492,624 shares
issued and outstanding |
| | | | 21,347,635 | | | | | | 21,347,635 | | |
Series B Preferred Stock, 10,102,990 shares authorized, issued, and outstanding
|
| | | | 10,299,998 | | | | | | 10,299,998 | | |
Series A Preferred Stock, 6,340,548 shares authorized, issued, and outstanding
|
| | | | 5,000,156 | | | | | | 5,000,156 | | |
Series Seed 2 Preferred Stock, 8,463,310 shares authorized, issued, and outstanding
|
| | | | 3,037,482 | | | | | | 3,037,482 | | |
Series Seed 1 Preferred Stock, 6,265,163 shares authorized, issued, and outstanding
|
| | | | 1,697,859 | | | | | | 1,697,859 | | |
Total redeemable convertible preferred stock
|
| | | | 105,383,046 | | | | | | 105,383,046 | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | |
Common stock, par value $0.0001, 106,941,000 shares authorized, 19,643,492 shares issued and outstanding as of March 31, 2021
|
| | | | 1,964 | | | | | | 1,913 | | |
Additional paid-in capital
|
| | | | 1,291,866 | | | | | | 855,825 | | |
Accumulated deficit
|
| | | | (97,029,227) | | | | | | (94,241,518) | | |
Total stockholders’ deficit
|
| | | | (95,735,397) | | | | | | (93,383,780) | | |
Total
|
| | | $ | 70,806,731 | | | | | $ | 68,945,117 | | |
|
Revenues
|
| | | $ | 30,617,934 | | |
|
Cost of revenues
|
| | | | 14,266,044 | | |
|
Gross profit
|
| | | | 16,351,890 | | |
| Operating expenses: | | | | | | | |
|
Employee compensation and benefits
|
| | | | 9,935,966 | | |
|
Transaction costs (Note 10)
|
| | | | 3,494,714 | | |
|
General and administrative
|
| | | | 3,005,622 | | |
|
Sales and marketing
|
| | | | 2,024,779 | | |
|
Travel
|
| | | | 291,550 | | |
|
Depreciation and amortization
|
| | | | 241,102 | | |
|
Total operating expenses
|
| | | | 18,993,733 | | |
|
Loss from operations
|
| | | | (2,641,843) | | |
|
Other income (expense):
|
| | | | | | |
|
Interest income
|
| | | | 4,256 | | |
|
Interest expense
|
| | | | (60,161) | | |
|
Total other expense, net
|
| | | | (55,905) | | |
|
Loss before income taxes
|
| | | | (2,697,748) | | |
|
Income tax expense
|
| | | | 89,961 | | |
|
Net loss and comprehensive loss
|
| | | $ | (2,787,709) | | |
| | |
Redeemable Convertible
Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, December 31, 2020
|
| | | | 69,863,439 | | | | | $ | 105,383,046 | | | | | | | 19,135,738 | | | | | $ | 1,913 | | | | | $ | 855,825 | | | | | $ | (94,241,518) | | | | | $ | (93,383,780) | | |
Exercise of common stock options
|
| | | | — | | | | | | — | | | | | | | 507,754 | | | | | | 51 | | | | | | 248,830 | | | | | | — | | | | | | 248,881 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 187,211 | | | | | | — | | | | | | 187,211 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,787,709) | | | | | | (2,787,709) | | |
Balance, March 31, 2021
|
| | | | 69,863,439 | | | | | $ | 105,383,046 | | | | | | | 19,643,492 | | | | | $ | 1,964 | | | | | $ | 1,291,866 | | | | | $ | (97,029,227) | | | | | $ | (95,735,397) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (2,787,709) | | |
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| | | | | | |
|
Release of provision for bad debt
|
| | | | (7,011) | | |
|
Amortization of contract costs
|
| | | | 432,057 | | |
|
Depreciation and amortization
|
| | | | 241,102 | | |
|
Stock-based compensation
|
| | | | 187,211 | | |
|
Changes in operating assets and liabilities that provided (used) cash:
|
| | | | | | |
|
Funds held on behalf of property owners
|
| | | | (4,895,633) | | |
|
Accounts receivable
|
| | | | (495,305) | | |
|
Capitalized contract costs
|
| | | | (558,300) | | |
|
Prepaid expenses and other assets
|
| | | | (527,987) | | |
|
Accounts payable
|
| | | | 674,030 | | |
|
Accrued expenses and other current liabilities
|
| | | | 2,379,840 | | |
|
Liability for funds held on behalf of property owners
|
| | | | 6,575,565 | | |
|
Deferred revenue
|
| | | | 2,583,796 | | |
|
Net cash provided by operating activities
|
| | | | 3,801,656 | | |
| Cash Flows from Investing Activities- | | | | | | | |
|
Purchases of property and equipment
|
| | | | (300,024) | | |
|
Net cash used in investing activities
|
| | | | (300,024) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Payments on line of credit
|
| | | | (8,000,000) | | |
|
Proceeds from exercise of common stock options
|
| | | | 248,881 | | |
|
Net cash used in financing activities
|
| | | | (7,751,119) | | |
|
Net change in cash and cash equivalents
|
| | | | (4,249,487) | | |
|
Cash and cash equivalents, beginning of year
|
| | | | 42,095,831 | | |
|
Cash and cash equivalents, end of year
|
| | | $ | 37,846,344 | | |
| Supplemental Cash Disclosure- | | | | | | | |
|
Cash paid for interest
|
| | | $ | 78,133 | | |
|
Property management services
|
| | | $ | 29,764,703 | | |
|
Other
|
| | | | 853,231 | | |
|
Total revenues
|
| | | $ | 30,617,934 | | |
|
Liability for funds held on behalf of property owners
|
| | | $ | 6,540,531 | | |
|
Deferred revenue
|
| | | | 3,148,359 | | |
|
Accrued expenses and other current liabilities
|
| | | | 911,646 | | |
|
Total liabilities associated with future stay credits
|
| | | $ | 10,600,536 | | |
|
Furniture and equipment
|
| | | $ | 1,668,651 | | |
|
Computers
|
| | | | 1,128,803 | | |
|
Software
|
| | | | 249,090 | | |
|
Leasehold improvements
|
| | | | 400,780 | | |
| | | | | | 3,447,324 | | |
|
Less accumulated depreciation and amortization
|
| | | | (1,845,909) | | |
|
Property and equipment, net
|
| | | $ | 1,601,415 | | |
|
2021
|
| | | $ | 221,367 | | |
|
2022
|
| | | | 73,927 | | |
|
Total
|
| | | $ | 295,294 | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price Per Share |
| |
Weighted
Average Remaining Contractual Term (in years) |
| |||||||||
Options outstanding, December 31, 2020
|
| | | | 8,304,526 | | | | | $ | 0.64 | | | | | | | | |
Granted
|
| | | | 476,450 | | | | | | 3.82 | | | | | | | | |
Exercised
|
| | | | (507,754) | | | | | | 0.49 | | | | | | | | |
Forfeited
|
| | | | (112,157) | | | | | | 0.81 | | | | | | | | |
Options outstanding, March 31, 2021
|
| | | | 8,161,065 | | | | | $ | 0.84 | | | | | | 7.0 | | |
Options vested and exercisable, March 31, 2021
|
| | | | 5,242,550 | | | | | $ | 0.49 | | | | | | 6.0 | | |
|
Expected volatility
|
| |
37.2%
|
|
|
Expected life
|
| |
6 years
|
|
|
Risk-free rate
|
| |
1.12%
|
|
Type of Stock
|
| |
Number of
Shares |
| |
Exercise
Price |
| |
Expiration Date
|
| ||||||
Series A Preferred Stock
|
| | | | 120,000 | | | | | $ | 0.7886 | | | |
May 26, 2025
|
|
Series C Preferred Stock
|
| | | | 83,096 | | | | | $ | 1.4730 | | | |
November 22, 2026
|
|
Common Stock
|
| | | | 32,673 | | | | | $ | 0.01 | | | |
December 9, 2030
|
|
Common Stock
|
| | | | 32,673 | | | | | $ | 1.01 | | | |
December 9, 2030
|
|
| | |
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| | | | A-73 | | | |
| | | | A-74 | | | |
Exhibit A
Form of Surviving Corporation Certificate of Incorporation
|
| | | | | | |
Exhibit B
Form of Surviving Corporation Bylaws
|
| | | | | | |
Exhibit C
Form of Transaction Support Agreement
|
| | | | | | |
Exhibit D
Form of Registration Rights Agreement
|
| | | | | | |
Exhibit E
Form of Fourth A&R LLCA
|
| | | | | | |
Exhibit F
Form of Written Consent
|
| | | | | | |
Exhibit G
Capitalization
|
| | | | | | |
Exhibit H
Form of Tax Receivable Agreement
|
| | | | | | |
| | |
Page
|
|
Exhibit I
Form of Pace Equity Plan
|
| | | |
Exhibit J
Form of Pace ESPP
|
| | | |
Exhibit K
Form of Stockholders Agreement
|
| | | |
Exhibit L
Form of Certificate of Merger
|
| | | |
Exhibit M
Form of Reverse Blocker Certificate of Merger
|
| | | |
Exhibit N
Form of Direct Blocker Certificate of Merger
|
| | | |
Schedule A
Company Knowledge Parties
|
| | | |
Schedule B
Pace Knowledge Parties
|
| | | |
Schedule C
Supporting Equity Holders
|
| | | |
Schedule D
Blocker Restructuring
|
| | | |
Schedule E
Blocker Mergers
|
| | | |
Schedule F
Board of Directors of Surviving Corporation
|
| | | |
Schedule G
Company Broker Expenses
|
| | | |
Defined Term
|
| |
Location of Definition
|
|
Action
|
| | § 5.09 | |
Agreement
|
| | Preamble | |
Allocation Schedule
|
| | § 4.01(a) | |
Alternative Transaction
|
| | § 9.04 | |
Antitrust Laws
|
| | § 9.10(a) | |
Blocker Holders
|
| | Preamble | |
Company Balance Sheet
|
| | § 5.07(a) | |
Company Financial Statements
|
| | § 5.07(a) | |
Blocker Merger Subs
|
| | Preamble | |
Blocker Restructuring
|
| | § 2.02(b) | |
Blockers
|
| | Preamble | |
Blue Sky Laws
|
| | § 5.05(b) | |
Certificate of Merger
|
| | § 2.03(b) | |
Claims
|
| | § 8.03 | |
Closing
|
| | § 2.02(b) | |
Closing Date
|
| | § 2.02(b) | |
Closing Filing
|
| | § 9.08 | |
Closing Press Release
|
| | § 9.08 | |
Company
|
| | Preamble | |
Company Board
|
| | Recitals | |
Company D&O Persons
|
| | § 9.06(a) | |
Company Permits
|
| | § 5.06 | |
Company Prepared Returns
|
| | § 9.12(a) | |
Company Recapitalization
|
| | § 2.02(b) | |
Company UAR Exchange Ratio
|
| | § 4.01(a) | |
Confidentiality Agreement
|
| | § 9.03(b) | |
Contracting Parties
|
| | § 12.11 | |
Converted Company Employee Equity Unit
|
| | § 2.02(b) | |
Delivered Financial Statements
|
| | § 9.15 | |
Direct Blocker Certificate of Merger
|
| | § 3.02(b) | |
Direct Blocker Effective Time
|
| | § 3.02(b) | |
Direct Blocker Mergers
|
| | Recitals | |
DGCL
|
| | Recitals | |
DLLCA
|
| | Recitals | |
Domestication Merger
|
| | Recitals | |
Effect
|
| |
Definition of Company Material Adverse Effect
|
|
Effective Time
|
| | § 2.03(b) | |
Environmental Permits
|
| | § (a) | |
ERISA Affiliate
|
| | § 5.10(c) | |
Exchange Act
|
| | § 5.05(b) | |
Exchange Agent
|
| | § 4.02(a) | |
Exchange Fund
|
| | § 4.02(a) | |
Forward Purchase Agreements
|
| | Recitals | |
GAAP
|
| | § 5.07(a) | |
Defined Term
|
| |
Location of Definition
|
|
Governmental Authority
|
| | § 5.05(b) | |
Insurance Policies
|
| | § 5.17(a) | |
Intended Tax Treatment
|
| | § 9.12(c)(v) | |
IRS
|
| | § 5.10(b) | |
Lease
|
| | § 5.12(a) | |
Lease Documents
|
| | § 5.12(a) | |
Letter Agreement
|
| | Recitals | |
Letter of Transmittal
|
| | § 4.02(b) | |
Material Contracts
|
| | § 5.16(a) | |
Maximum Premium
|
| | § 9.06(b) | |
Modified Withholding Statement
|
| | § 4.03(b) | |
Nonparty Affiliates
|
| | § 12.11 | |
Outside Date
|
| | § 11.01(b) | |
Pace
|
| | Preamble | |
Pace Board
|
| | Recitals | |
Pace Equity Plan
|
| | § 0 | |
Pace Preferred Shares
|
| | § 7.03(a) | |
Pace Prepared Returns
|
| | § 9.12(a) | |
Pace Proposals
|
| | § 9.02(a) | |
Pace SEC Reports
|
| | § 7.07(a) | |
Pace Shareholders’ Meeting
|
| | § 9.02(a) | |
Parties
|
| | Preamble | |
Plans
|
| | § 5.10(a) | |
PPACA
|
| | § 5.10(f) | |
Private Placements
|
| | Recitals | |
Registration Rights Agreement
|
| | Recitals | |
Registration Statement / Proxy Statement
|
| | § 9.01(a) | |
Remedies Exceptions
|
| | § (e) | |
Reverse Blocker Certificate of Merger
|
| | § 3.01(b) | |
Reverse Blocker Effective Time
|
| | § 3.01(b) | |
Reverse Blocker Merger
|
| | Recitals | |
Reverse Blocker Surviving Corporation
|
| | § 3.01(a) | |
Securities Act
|
| | § 5.05(b) | |
Signing Filing
|
| | § 9.08 | |
Signing Press Release
|
| | § 9.08 | |
Special Resolution Proposals
|
| | § 9.02(a) | |
Subscription Agreements
|
| | Recitals | |
Supporting Equity Holders
|
| | Recitals | |
Surviving Corporation
|
| | § 0 | |
Tax Receivable Agreement
|
| | Recitals | |
Terminating Company Breach
|
| | § 11.01(e) | |
Terminating Pace Breach
|
| | § 11.01(f) | |
TK Newco
|
| | Preamble | |
Defined Term
|
| |
Location of Definition
|
|
Transaction Support Agreements
|
| | Recitals | |
Trust Account
|
| | § 7.13 | |
Trust Agreement
|
| | § 7.13 | |
Trust Fund
|
| | § 7.13 | |
Trustee
|
| | § 7.13 | |
Written Consent
|
| | § Section 9.12 | |
Written Consent Deadline
|
| | § Section 9.12 | |
| | |
Page
|
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| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | |
By: |
|
| SUBSCRIBER: | | | | |
| Signature of Subscriber | | | Signature of Joint Subscriber, if applicable: | |
|
By:
Name
Titles |
| |
By:
Name
Titles |
|
| Date: 2021 | | | | |
| Subscriber consents to the disclosure of its name in accordance with Section 9(u) | | | Joint Subscriber consents to the disclosure of its name in accordance with Section 9(u) | |
| Name of Subscriber: | | | Name of Joint Subscriber, if applicable: | |
|
(Please print. Please indicate name and capacity of person signing above)
|
| |
(Please print. Please indicate name and capacity of person signing above)
|
|
|
Name in which securities are to be registered (if different):
|
| | | |
| Email Address: | | | | |
| If there are joint investors, please check one: | | | | |
| Joint Tenants with Rights of Survivorship | | | | |
| Tenants-in-Common | | | | |
| Community Property | | | | |
| Subscriber’s EIN: | | | Joint Subscriber’s EIN: | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
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| |
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| |
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City, State, Zip:
Attn: Telephone No.: Facsimile No.: |
| |
City, State, Zip:
Attn: Telephone No.: Facsimile No.: |
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By: |
|
By: |
|
By: |
|
By: |
|
By: |
|
|
Number of Forward Purchase Shares:
|
| | | $ | [•] | | |
|
Aggregate Purchase Price for Forward Purchase Shares:
|
| | | $ | [•] | | |
| TRANSFEREE: | | | | |
| Signature of Transferee: | | | Signature of Joint Transferee, if applicable: | |
|
By:
Name:
Title: |
| |
By:
Name:
Title: |
|
| Date: , | | | Name of Joint Transferee, if applicable: | |
|
Name of Transferee:
(Please Print. Please indicate name and capacity of person signing above)
|
| |
(Please Print. Please indicate name and capacity of person signing above)
|
|
|
Name in which securities are to be registered (if different):
|
| | | |
| Email Address: | | | | |
| If there are joint investors, please check one: | | | | |
| ☐ Joint Tenants with Rights of Survivorship | | | | |
| ☐ Tenants-in-Common | | | | |
| ☐ Community Property | | | | |
| Transferee’s EIN: _____ | | | Joint Transferee’s EIN: _____ | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
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| |
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| |
|
|
| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
|
Telephone No.:
|
| |
Telephone No.:
|
|
|
Facsimile No.:
|
| |
Facsimile No.:
|
|
| Number of Forward Purchase Shares: | | |
|
| |||
|
Aggregate Purchase Price for Forward Purchase Shares:
|
| | | $ | | |
| | | | PURCHASER: | | |||
| | | | TPG HOLDINGS III, L.P. | | |||
| | | |
By:
|
| |
TPG Holdings III-A, L.P.,
its general partner |
|
| | | |
By:
|
| |
TPG Holdings III-A, Inc.,
its general partner |
|
| | | | By: | | |
/s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
Address for Notices:
301 Commerce St., Suite 3300,
Fort Worth, TX 76102
E-mail: officeofthegeneralcounsel@tpg.com
|
|
| | | | COMPANY: | | |||
| | | | TPG PACE SOLUTIONS CORP. | | |||
| | | | By: | | |
/s/ Eduardo Tamraz
Name: Eduardo Tamraz
Title: President |
|
| | | | SPONSOR: | | |||
| | | | TPG PACE SOLUTIONS SPONSOR, SERIES LLC | | |||
| | | | By: | | |
/s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President |
|
| | | | NEWCO: | | |||
| | | | VACASA, INC. | | |||
| | | | By: | | |
/s/ Matt Roberts
Name: Matt Roberts
Title: President |
|
|
Date of Transfer
|
| |
Transferee
|
| |
Number of Forward Purchase
Shares Transferred |
|
| | |
|
| |
|
| |
| | |
|
| |
|
|
| | | | PURCHASER: | | |||
| | | | TPG HOLDINGS III, L.P. | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | Address for Notices: | | |||
| | | | E-mail: | | |||
| | | | COMPANY: | | |||
| | | | TPG PACE SOLUTIONS CORP. | | |||
| | | | By: | | |
Name:
Title: |
|
|
Number of Forward Purchase Shares:
|
| |
|
| |||
|
Aggregate Purchase Price for Forward Purchase Shares:
|
| | | $ | | |
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Page
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| | | | H-15 | | | |
| | | | H-16 | | | |
| | | | H-16 | | | |
| | | | H-16 | | | |
| | | | H-16 | | | |
Exhibit A
Form of Joinder to Stockholders Agreement
|
| | | | | | |
Exhibit B
Form of Director & Officer Indemnification Agreement
|
| | | | | | |
By: |
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By: |
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By |
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By |
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Page
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| | | | J-46 | | | |
| | | | J-46 | | | |
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| | | | J-46 | | | |
| | | | J-46 | | | |
| | | | J-47 | | |
Term
|
| |
Section
|
|
ACT | | |
8.04
|
|
Agreement | | |
Preamble
|
|
Cause | | |
13.16
|
|
Change of Control Exchange Date | | |
10.02(a)
|
|
Company | | |
Preamble
|
|
Controlled Entities | | |
11.02(c)(ii)
|
|
Direct Redemption | | |
9.01(d)
|
|
Dissolution Event | | |
12.01(c)
|
|
Economic PubCo Security | | |
4.01(a)
|
|
Election Notice | | |
9.01(a)
|
|
Management Holdco Action | | |
10.01
|
|
Management Holdco Member Interests | | |
10.01
|
|
Management Holdco Members | | |
10.01
|
|
Management Holdco Redemption Right | | |
9.07(a)
|
|
Employee Member Put Right | | |
9.07(a)
|
|
Employee Redemption Price | | |
9.07(a)
|
|
Employee Unit Redemption Date | | |
9.07(a)
|
|
Employee Unit Redemption Notice | | |
9.07(a)
|
|
Employee Unit Redemption Right | | |
9.07(a)
|
|
Expenses | | |
11.02(c)(ii)
|
|
Indemnification Sources | | |
11.02(c)(ii)
|
|
Indemnitee-Related Entities | | |
11.02(c)(ii)(A)
|
|
Jointly Indemnifiable Claims | | |
11.02(c)(ii)(B)
|
|
Member Schedule | | |
3.01(b)
|
|
Officers | | |
7.05(a)
|
|
Term
|
| |
Section
|
|
Permitted Transfer | | |
8.02
|
|
Permitted Transferee | | |
8.02
|
|
Process Agent | | |
13.05(b)
|
|
Proposed Regulations | | |
6.02(b)
|
|
PubCo | | |
Preamble
|
|
PubCo Approved Recap Transaction | | |
10.02(b)
|
|
Redeemed Employee Member | | |
9.07(a)
|
|
Redeemed Employee Units | | |
9.07(a)
|
|
Redeemed Units | | |
9.01(a)
|
|
Redeeming Member | | |
9.01(a)
|
|
Redemption | | |
9.01(a)
|
|
Redemption Date | | |
9.01(a)
|
|
Redemption Notice | | |
9.01(a)
|
|
Redemption Right | | |
9.01(a)
|
|
Regulatory Allocations | | |
5.04(c)
|
|
Restatement Date | | |
Preamble
|
|
Short Period 20 | | |
5.03(e)(iii)
|
|
Specified Covenants | | |
11.02(a)
|
|
Transferor Member | | |
5.02(b)
|
|
Withholding Advances | | |
5.06(b)
|
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| | |
Page
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| | | | K-1 | | | |
| | | | K-1 | | | |
| | | | K-7 | | | |
| | | | K-8 | | | |
| | | | K-8 | | | |
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| | | | K-10 | | | |
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| | | | K-13 | | | |
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| | | | K-13 | | | |
| | | | K-13 | | | |
| | | | K-14 | | | |
| | | | K-14 | | | |
| | | | K-14 | | | |
| | | | K-14 | | | |
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| | | | K-15 | | | |
| | | | K-15 | | | |
| | | | K-16 | | | |
| | | | K-16 | | | |
| | | | K-16 | | | |
| | | | K-16 | | | |
| | | | K-17 | | | |
| | | | K-17 | | | |
| | | | K-18 | | | |
| | | | K-18 | | | |
| | | | K-18 | | | |
| | | | K-19 | | | |
| | | | K-20 | | |
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Page
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| | | | K- | | | |
| | | | K-20 | | | |
| | | | K-20 | | | |
| | | | K-21 | | | |
| | | | K-21 | | |
| Annex A - Blocker Entities | | | | |
| Annex B - Exchange TRA Parties | | | | |
| Annex C - Reorganization TRA Parties | | | | |
| Exhibit A - Form of Joinder Agreement | | | | |
| Exhibit B - Net Tax Benefit Splits | | | | |
By: |
|
By: |
|
|
By:
Name:
Title: |
| | | |
|
/s/ Karl Peterson
Karl Peterson
|
| | | |
|
/s/ David Bonderman
David Bonderman
|
| | | |
|
/s/ Julie Hong Clayton
Julie Hong Clayton
|
| | | |
|
/s/ Mark Fields
Mark Fields
|
| | | |
|
/s/ Kathleen Philips
Kathleen Philips
|
| | | |
|
/s/ Wendi Sturgis
Wendi Sturgis
|
| | | |
|
/s/ Kneeland Youngblood
Kneeland Youngblood
|
| | | |
|
/s/ Martin Davidson
Martin Davidson
|
| | | |
|
/s/ Eduardo Tamraz
Eduardo Tamraz
|
| | | |
|
/s/ Carlton Ellis
Carlton Ellis
|
| | | |
|
Exhibit
Number |
| |
Description
|
|
| | | Business Combination Agreement, dated as of July 28, 2021, by and among TPG Pace, TK Newco, the Blockers, Vacasa, Inc., Vacasa Holdings, and certain other parties named therein. (included as Annex A to the proxy statement/prospectus which forms a part of this registration statement). | | |
|
2.2*
|
| | Contribution Agreement, dated as of March 7, 2021, by and among TurnKey Vacation Rentals, Inc. and Vacasa Holdings LLC. | |
|
3.1*
|
| | Certificate of Incorporation of Vacasa, Inc. (as currently in effect). | |
| | | Amended and Restated Certificate of Incorporation of Vacasa, Inc. (included as Annex B to the proxy statement/prospectus which forms a part of this registration statement). | | |
|
3.3*
|
| | Bylaws of Vacasa, Inc. (as currently in effect). | |
|
Exhibit
Number |
| |
Description
|
|
|
10.16
|
| | Form of Indemnity Agreements, dated April 13, 2021, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K filed by TPG Pace on April 13, 2021). | |
|
10.17*
|
| | Note Purchase Agreement, dated as of May 21, 2020, by and among Vacasa Holdings LLC, the purchasers party thereto and Wilmington Savings Fund Society, FSB, as the Administrative Agent and Collateral Agent, as amended. | |
|
10.18*
|
| | Form of Indemnification Agreement between Vacasa, Inc. and its directors and officers. | |
|
21.1*
|
| | List of Subsidiaries of Vacasa, Inc. | |
|
23.1
|
| | | |
|
23.2
|
| | Consent of KPMG LLP with respect to the audited financial statements of Vacasa, Inc. | |
|
23.3
|
| | Consent of KPMG LLP with respect to the audited financial statements of Vacasa Holdings. | |
|
23.4
|
| | Consent of Maxwell Locke & Ritter LLP with respect to the audited financial statements of TurnKey Vacation Rentals, Inc. | |
|
23.4*
|
| | Consent of Latham & Watkins LLP (included as part of Exhibit 5.1). | |
|
24.1
|
| | Power of Attorney (included in signature pages of this Registration Statement). | |
|
99.1*
|
| | Form of Proxy Card. | |
|
99.2
|
| | Consent of Director Nominee (Karl Petersen). | |
|
99.3
|
| | | |
|
99.4
|
| | | |
|
99.5
|
| | | |
|
99.6
|
| | | |
|
99.7
|
| | | |
|
99.8
|
| | | |
|
99.9
|
| | |
| | | | VACASA, INC. | | |||
| | | | By: | | |
/s/ Matthew Roberts
Matthew Roberts
Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Matthew Roberts
Matthew Roberts
|
| |
Chief Executive Officer (principal executive officer) and Director
|
| |
August 11, 2021
|
|
|
/s/ Jamie Cohen
Jamie Cohen
|
| |
Chief Financial Officer (principal financial and accounting officer)
|
| |
August 11, 2021
|
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
TPG Pace Solutions Corp.:
We consent to the use of our report dated January 15, 2021 except as to Notes 1, 3, and 4, which are as of March 8, 2021 and Note 6, which is as of March 25, 2021, with respect to the balance sheet of TPG Pace Solutions Corp. as of January 8, 2021, the related statements of operations, changes in shareholder’s equity, and cash flows for the period from January 4, 2021 (inception) through January 8, 2021, and the related notes, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Fort Worth, Texas
August 11, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 11, 2021, with respect to the financial statements of Vacasa, Inc. included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Boise, Idaho
August 11, 2021
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated May 12, 2021, with respect to the consolidated financial statements of Vacasa Holdings LLC included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Boise, Idaho
August 11, 2021
Exhibit 23.4
Consent of Independent Auditor
We hereby consent to the use in the Registration Statement on Form S-4 of Vacasa, Inc. of (i) our report dated June 9, 2021, relating to the 2020 financial statements of TurnKey Vacation Rentals, Inc. included therein. We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ Maxwell Locke & Ritter LLP
Austin, Texas
August 11, 2021
Exhibit 99.2
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Karl Peterson | |
Name: Karl Peterson |
Exhibit 99.3
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Benjamin Levin | |
Name: Benjamin Levin |
Exhibit 99.4
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Chad Cohen | |
Name: Chad Cohen |
Exhibit 99.5
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Eric Breon | |
Name: Eric Breon |
Exhibit 99.6
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Joerg Adams | |
Name: Joerg Adams |
Exhibit 99.7
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Ryan Bone | |
Name: Ryan Bone |
Exhibit 99.8
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Jeffrey Parks | |
Name: Jeffrey Parks |
Exhibit 99.9
Consent to be Named as a Director Nominee
In connection with the filing by Vacasa, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Vacasa, Inc. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.
Dated: August 11, 2021
/s/ Chris Terrill | |
Name: Chris Terrill |