Vacasa’s Sale: Why It’s Not Over Yet—and What Davidson Kempner Is Now Arguing

We’re back with an important update—because, well, you might’ve thought it was over. It’s not.

As you know, Vacasa is the biggest name in our industry. So when it announced in December 2024 that it was going private via a merger with Casago, it was major news. But even then, there were questions—especially about why Vacasa’s board chose a lower cash offer from Casago over a competing offer from hedge fund Davidson Kempner (DK) that promised more money per share.

Now, Davidson Kempner is back with another public letter, a higher offer, and serious criticisms of the sale process. They’ve even reached out to us directly to explain their point of view.

👉 Our goal here isn’t to take sides. We’ve been in contact with people on both sides—Casago, Vacasa, and Davidson Kempner—and we know how much work has gone into this from everyone. What we’re doing is simply trying to explain what’s happening, using plain terms that make sense to vacation rental managers. Because even if we’re not public companies, the forces at play—ownership, fairness, strategic direction—are still relevant to how we think about building and eventually selling businesses.

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🧩 What’s New?

• Davidson Kempner has offered $5.83 per share to acquire Vacasa—10% more than Casago’s offer of $5.30.

• DK says it has removed several key deal hurdles, including:

• Funding contingencies (they say the deal is fully backstopped).

• Adjustments based on Vacasa’s liquidity or unit count.

• Antitrust review (since DK isn’t a competitor).

• They’re also offering $20 million in cash liquidity to Vacasa, with $10 million available immediately.

• DK says they’ve submitted final deal documents, ready to sign.

They claim this is now a cleaner and higher-value offer for all shareholders—and that the board should take it seriously.

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💡 So Why Did Vacasa’s Board Choose Casago in the First Place?

This is an important part of the story.

Vacasa’s Special Committee—the group of independent board members responsible for reviewing offers—explained in SEC filings that they preferred the Casago offer because it was ready to go:

• Casago already had insider support.

• It faced fewer risks related to financing or shareholder pushback.

• The insiders who hold special rights under a Tax Receivable Agreement (we’ll explain that below) agreed to **waive their payouts—**but only for the Casago deal.

The board said it was concerned that a competing buyer wouldn’t be able to secure that same waiver in time, and that trying to do so could delay or derail a much-needed sale.

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🧾 What’s the Tax Receivable Agreement (TRA), and Why Does It Matter?

This is where it gets more technical—but we’ll break it down simply.

When Vacasa went public through a SPAC in 2021, it signed a Tax Receivable Agreement (TRA). This is a fairly common arrangement in SPAC deals.

Here’s how it works:

• Vacasa agreed to share some of its future tax savings with certain early investors and insiders.

• These payouts could be worth over $80 million in total.

• Under normal circumstances, if the company is sold, this money would have to be paid out.

What changed in the Casago deal?

• A group of insiders (called the “Rolling Stockholders”) agreed to waive their TRA payouts—but only if the buyer is Casago.

• In return, they’d get equity in the new private company.

This waiver removes a major cost from the Casago deal, but it doesn’t apply to other buyers—like Davidson Kempner.

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⚠️ Why DK Thinks That’s a Problem

Davidson Kempner is now arguing that this selective waiver:

• Creates a “poison pill”—making it hard for any buyer other than Casago to succeed because they’d have to pay out the $80M.

• Unfairly benefits insiders, since they’re rolling into the new company and avoiding payouts that outside shareholders can’t access.

• Makes the process unbalanced, since any other deal is automatically more expensive—even if it offers more value per share.

They also say the TRA waiver structure might not be valid, because it treats TRA holders differently depending on which buyer is chosen. And that, they argue, could expose the company to lawsuits.

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🗳️ What Happens Next?

Vacasa is still a publicly traded company, so:

• A shareholder vote is scheduled for late April.

• At the time of writing, the board still supports the Casago deal.

Davidson Kempner has made it clear that if the board doesn’t reconsider, they may escalate—potentially through legal action or shareholder pressure.

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🤔 Why This Matters to Vacation Rental Managers

Most of us aren’t running publicly traded companies—but many of us have been through mergers, acquisitions, or buyouts. And this story offers a rare look at what can happen when a vacation rental company grows big enough to take on investors, go public, and then try to sell again.

It’s a reminder that:

• Once you raise outside capital, your exit isn’t just about strategic fit—it’s also about financial structure, tax rules, and investor rights.

• Public companies are subject to many more rules—and more scrutiny—than private ones.

• When insiders have special rights, it can lead to complicated situations like this one.

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🧭 Our Take: No Sides, Just Clarity

We’re not here to say one deal is better than the other. Our job is to help our community understand the different forces at play—because what happens to the biggest vacation rental company in the U.S. might influence how buyers, investors, and even software providers treat the rest of the industry.

So whether you’re following the story out of curiosity or with your own growth plans in mind, we’ll continue to keep you informed—with the context, language, and transparency vacation rental professionals deserve.

Stay tuned. We’ll be watching the next move.