DAVIDSON KEMPNER CAPITAL MANAGEMENT LP → Vacasa, Inc.

On February 3, 2025, DKCM, on behalf of its affiliated investment funds (collectively, "DK") submitted to the Special Committee of the Board of Directors of the Issuer (the "Special Committee") a letter setting forth a non-binding offer to acquire all of the outstanding share capital of the Issuer that are not owned by DK for cash consideration of $5.25 per share of Class A Common Stock (the "Offer"). A copy of the Offer is filed as Exhibit 99.7 to this Amendment No. 2, and the information set forth in the Offer is incorporated by reference herein. The Offer may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of the Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock from the Nasdaq Stock Market and other material changes in the Issuer's business or corporate structure. While the Offer remains under consideration by the Special Committee referred to in the Offer, the Reporting Persons and their affiliates and representatives expect to discuss the Offer and related matters with the Issuer, the Special Committee and their respective representatives, as well as shareholders and other interested parties. The Reporting Persons do not intend to provide additional disclosures regarding the Offer until a definitive agreement has been reached unless disclosure is otherwise required under applicable U.S. securities laws. No assurances can be given that a definitive agreement will be reached or that the transactions contemplated by the Offer will be consummated. The Reporting Persons reserve the right to modify or withdraw the Offer at any time. On January 10, 2025, Alan Liu and Luis Sosa resigned from the Board of Directors of the Issuer. The Reporting Persons' principal amount of the Initial Notes has increased to $31,369,875 as a result of in-kind interest payments on October 1, 2024 and January 1, 2025.