On November 26, 2021, the Company issued a press release with respect
to the Business Combination between TPG Pace Solutions and Vacasa. A copy of the press release is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Additional Information About the Proposed Transaction and Where
to Find It
This communication is being made in connection with the Business Combination
involving Vacasa and TPG Pace Solutions. In connection with the proposed transaction, NewCo has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4, which has become effective. TPG Pace Solutions
urges investors, shareholders and other interested persons to read the definitive proxy statement/prospectus as well as other documents
filed with the SEC because these documents will contain important information about TPG Pace Solutions, Vacasa, NewCo and the business
combination. Shareholders will be able to obtain a copy of the definitive proxy statement/prospectus, without charge, by directing a request
to: TPG Pace Solutions, 301 Commerce St., Suite 3300, Fort Worth, TX 76102. The definitive proxy statement/prospectus, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
TPG Pace Solutions, NewCo, Vacasa, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace Solutions in connection
with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations,
and interests of certain of TPG Pace Solutions’ executive officers and directors in the solicitation by reading TPG Pace Solutions’
initial public offering prospectus, which was filed with the SEC on April 9, 2021, the definitive proxy statement/prospectus relating
to the business combination, which was filed with the SEC on November 10, 2021, and other relevant materials filed with the SEC in connection
with the business combination when they become available. Other information concerning the interests of participants in the solicitation,
which may, in some cases, be different than those of their shareholders generally, is set forth in the definitive proxy statement/prospectus
relating to the business combination. Shareholders, potential investors, and other interested persons should read the definitive proxy
statement/prospectus carefully before making any voting or investment decisions. Copies of these documents may be obtained for free from
the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
No Assurances
There can be no assurance that the transactions described herein will
be completed, nor can there be any assurance, if such transactions are completed, that the potential benefits of combining the companies
will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference
to the definitive agreements relating to the transactions, copies of which have been filed as exhibits to the Current Report on Form 8-K
filed by TPG Pace Solutions with the SEC on August 3, 2021.
Trademarks
This communication contains trademarks, service marks, trade names
and copyrights of Vacasa, TPG Pace Solutions and other companies, which are the property of their respective owners.
Forward-Looking Statements
Certain statements made in this communication are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”,
“estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current
analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from TPG Pace Solutions’ or
Vacasa’s expectations or projections. The following factors, among others, could cause actual results to differ materially from
those described in these forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise
to the termination of the definitive agreement for the business combination between TPG Pace Solutions and Vacasa (the “Business
Combination Agreement”); (ii) the ability of the combined company to meet listing standards following the transaction and
in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Business Combination
Agreement due to the failure to obtain approval of the shareholders of TPG Pace Solutions or other reasons; (iv) the failure to meet the
minimum cash requirements of the Business Combination Agreement due to TPG Pace Solutions shareholders’ redemptions and one or more
defaults by the investors in the private placement that is being undertaken in connection with the business combination, and failing to
obtain replacement financing; (v) costs related to the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the
ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the
combined company to pursue a growth strategy and manage growth profitability; (viii) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive factors; (ix) the continuing or new effects of the COVID-19 pandemic
on TPG Pace Solutions and Vacasa and their ability to consummate the transaction; and (x) other risks and uncertainties described herein,
as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by TPG Pace
Solutions and NewCo.
Additional information concerning these and other factors that may
impact TPG Pace Solutions’ and Vacasa’s expectations and projections can be found in TPG Pace Solutions’ and NewCo’s
periodic filings with the SEC and in the definitive proxy statement/prospectus filed with the SEC by NewCo. TPG Pace Solutions’
and NewCo’s SEC filings are available publicly on the SEC's website at www.sec.gov.
The foregoing list of factors is not exclusive. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPG Pace Solutions nor
Vacasa undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject
to applicable law.
