SecProbe.io

February 26, 2025
Robert W. Greyber
Chief Executive Officer
Vacasa, Inc.
830 NW 13th Avenue
Portland, OR 97209
Re:Vacasa, Inc.
Schedule 13E-3 filed January 31, 2025
File No. 005-93396
Preliminary Proxy Statement on Schedule 14A filed January 31, 2025
File No. 001-41130
Dear Robert W. Greyber:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. All defined terms used herein have the same meaning as in your preliminary
proxy statement, unless otherwise indicated.
Preliminary Proxy Statement and Schedule 13E-3 filed January 31, 2025
General
1.We note your disclosure throughout that the Merger Consideration is subject to a
potential downward adjustment if Vacasa's Unit Count decreases by a certain amount
or if Vacasa's Liquidity drops below a certain threshold, and it appears that both
metrics will only be calculated within at most 10 days before the Special Meeting
when stockholders will be asked to approve the Merger Agreement. Since the price to
be paid to unaffiliated stockholders will not be known until such time, please explain
to us how the filing persons will amend and disseminate an updated disclosure
document that includes the actual amount of the consideration stockholders will
receive.

February 26, 2025
Page 2
Background of the Mergers, page 19
2.We note that the October 22 CR Proposal included a potential downward adjustment
with a floor of $3.00 per share based on 30,000 units under management at closing.
Please revise your disclosure to address why a floor was not included in the final
version of the Merger Agreement.
3.Refer to your disclosure on page 34 regarding Company management holding a call to
review its financial forecast with Party I and Party J. With a view towards clarified
disclosure, please confirm whether management conducted this meeting and review of
financial forecast pursuant to instructions from the Special Committee and whether
the Special Committee reviewed this financial forecast.
Recommendation of the Special Committee and the Board; Reasons for the Mergers, page 44
4.Refer to comment 1 above. Please revise to explain how the Special Committee
reached its fairness determination, in light of the unknown amount of consideration
that the unaffiliated stockholders will receive for their shares. Explain whether the
Special Committee and other filing parties intend to reevaluate fairness once the final
amount of the Merger Consideration is known, and how and when they will provide
that updated fairness analysis. If they do not intend to update their determination, the
fairness discussion in the proxy statement generally should be revised to specifically
note that the price upon which any fairness determination was based is not necessarily
the price that stockholders will receive. Please note this comment also applies to the
fairness determination of the Board and the position of the Purchaser Filing Parties
and of the Rollover Filing Parties as to the fairness of the Mergers.
5.Refer to the bullet captioned " Interests of Vacasa’s Directors and Executive Officers "
on page 48. Please revise to describe how the interests that Vacasa's directors and
executive offers may have in the Mergers differ from those of Vacasa's unaffiliated
stockholders. Alternatively, you may provide a cross-reference to another section of
your preliminary proxy statement describing these interests in more detail.
6.Refer to the statement on page 51 that "[a] majority of the Board concluded that the
uncertainties, risks and potentially negative factors relevant to the Mergers were
outweighed by the potential benefits of the Mergers." With a view towards disclosure,
please tell us what "uncertainties, risks and potentially negative factors relevant to the
Mergers" the Board considered regarding the Mergers.
Opinion of PJT Partners, page 52
Refer to the description of the fairness opinion by PJT Partners on page 52 and
elsewhere being "based upon and subject to, among other things […] the
consideration to be received by the holders of shares of Company Stock." Please
revise to explain what amount of consideration PJT Partners factored in preparing and
issuing its fairness opinion since the Merger Consideration is subject to a potential
downward adjustment of $0.10 for every 500 units that the Unit Count falls below
32,000 units, meaning it cannot be ascertained until the Adjustment Measurement
Date. To the extent it appears that the fairness opinion analysis was based on a price
that may not be what stockholders ultimately receive in the Mergers, the disclosure 7.

February 26, 2025
Page 3
regarding any filing party's reliance on that opinion in reaching its fairness
determination must specifically address this point in disclosure.
Benefits of the Mergers for the Unaffiliated Security Holders, page 67
8.Please balance your disclosure here and elsewhere throughout your preliminary proxy
statement when discussing the $5.02 per share price to prominently clarify that this
amount is not certain at this time and will not be known until closer to the Special
Meeting, due to the potential downward adjustment.
Certain Company Financial Forecasts, page 69
9.We note the reference at the bottom of page 70 to the table summarizing the
projections provided. Please revise to include the full projections instead of a
summary. In this regard, with a view towards disclosure, please explain why you did
not include the monthly unit count forecast for January through May of 2025, which
relates to the downward adjustment of the Merger Consideration, as shown in many of
the PJT Partners presentations included as exhibits to your Schedule 13E-3.
10.We note references throughout the section captioned "Background of the Mergers" to
projections and forecasts provided to the Board or the Special Committee on July 3,
July 19, and December 9. With a view towards clarified disclosure, please tell us
whether these projections are included in the "Projections" as that term is defined on
page 52 of your preliminary proxy statement. Alternatively, please revise your filing
to include these projections.
11.In addition, we note the statement on page 31 that on October 1, 2024, the Special
Committee "also requested that Company management update the Company's long-
range financial plan to ensure that the Special Committee was apprised of the latest
information on the Company's liquidity needs and financial projections when
evaluating the Company’s 'stand alone' case against any final proposals." If these
projections were updated and provided to the Special Committee, please revise your
filings to include these projections. Alternatively, please tell us why management did
not update these projections.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions