DAVIDSON KEMPNER CAPITAL MANAGEMENT LP → Vacasa, Inc.

As reported in Amendment No. 2 to the Schedule 13D, on February 3, 2025, DK submitted to the Special Committee a letter (the "Initial Offer") setting forth a non-binding offer to acquire all of the outstanding share capital of the Issuer not owned by DK. The Initial Offer was improved, as reported in Amendment No. 3 to the Schedule 13D filed on March 3, 2025 removing the credit agreement amendment condition contained in the Initial Offer, as reported in Amendment No. 4 to the Schedule 13D filed on March 12, 2025 outlining a proposed efficient two-step transaction structure, which (i) aligned the estimated transaction closing date for the proposed DK transaction with the existing Casago agreement, (ii) reduced the minimum liquidity threshold by 33%, and (iii) provided the ability to obtain interim funding between the signing and closing period for the proposed DK transaction, as reported in Amendment No. 5 to the Schedule 13D filed on March 14, 2025 increasing the cash consideration purchase price to $5.75 per share (the "Second Further Updated Offer"), and as reported in Amendment No. 6 to the Schedule 13D filed on March 17, 2025 further enhancing the terms of the Second Further Updated Offer by (i) removing the Unit Count Purchase Price Adjustment; (ii) removing the Liquidity Purchase Price Adjustment; (iii) increasing the amount of interim funding available between the signing and closing period for the proposed DK transaction to up to $20 million; (iv) increasing the reverse termination fee from $5.825 million to $10 million; (v) adding a closing delay penalty that increases the reverse termination fee by $500,000 per week for any delay past six weeks, subject to a $2 million cap; (vi) agreeing to toll creditor remedies under the convertible notes; (vii) removing the closing condition that there is no default under the existing revolving credit agreement; and (viii) increasing the cap on monetary damages for willful breach to $15 million. On March 23, 2025, DK sent a letter to the Special Committee regarding its proposals to acquire all of the outstanding share capital of the Issuer not owned by DK (the "March Letter"). A copy of the March Letter is filed as Exhibit 99.12 to this Amendment No. 7, and the information set forth in the March Letter is incorporated by reference herein.