AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT December 30, 2024
Exhibit 10.4
December 30, 2024
This Amendment No. 1 to the Tax Receivable Agreement (as defined below) is dated effective as of December 30, 2024 (this “Amendment”), and is entered into by
and among Vacasa, Inc., a Delaware corporation (the “Company”), Vacasa Holdings LLC, a Delaware limited liability company (the “Company LLC”),
SLP Venice Holdings, L.P., a Delaware limited partnership (the “Representative”), and each of undersigned Persons under the heading “Holders” on the signature pages hereto (collectively, the “Holders”). Each of the Company, the Company LLC, the Representative, and the Holders are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
WHEREAS, the Company, the Company LLC, the Representative, the Holders and the other parties thereto previously entered into that certain Tax Receivable Agreement, dated as of December 6, 2021 (the
“Tax Receivable Agreement”);
WHEREAS, Section 7.6(b) of the Tax Receivable Agreement provides that the Tax Receivable Agreement may only be amended if such amendment is approved in writing by each of (i) the Board of Directors
of the Company and (b) the TRA Parties who collectively would be entitled to receive at least a majority of any Early Termination Payments that would hypothetically be payable to all TRA Parties (applying the Valuation Assumptions);
WHEREAS, the Board of Directors of the Company has approved in writing amending the Tax Receivable Agreement in accordance with the terms of this Amendment;
WHEREAS, the Holders represent the TRA Parties who collectively would be entitled to receive at least a majority of any Early Termination Payments that would hypothetically be payable to all TRA
Parties (applying the Valuation Assumptions) if an Early Termination were to occur on the effective date of this Amendment;
WHEREAS, the Board of Directors of the Company has determined that, in accordance with Section 7.6(b) of the Tax Receivable Agreement, this Amendment does not have a disproportionate material and
adverse effect on (a) the Exchange TRA Parties, on the one hand, or the Reorganization TRA Parties, on the other hand, (b) any TRA Party or (c) any Exchange TRA Party relative to any other Exchange TRA Party, or on any Reorganization TRA Party
relative to any other Reorganization TRA Party, due to, among other reasons, the fact that the Early Termination Payment will be waived with respect to all TRA Parties equally; and
WHEREAS, in connection with the execution of that certain Agreement and Plan of Merger, by and among the Company, the Company LLC, Casago Holdings, LLC, a Delaware
limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and Vista Merger Sub LLC, a Delaware limited liability company and wholly-owned
subsidiary of Parent, dated as of the date hereof (the “Merger Agreement”), subject to and effective upon the consummation of the transactions contemplated by the Merger Agreement, the Parties desire to amend
the Tax Receivable Agreement as set forth in this Amendment to, among other things, terminate the Company’s, the Company LLC’s, the Representative’s, the Holders’ and the other TRA Parties’ rights and obligations in respect of the Tax Receivable
Agreement and to release the Company and the Company LLC from all obligations thereunder.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Definitions. Each capitalized term used herein but not otherwise defined herein shall have the meaning assigned to such term in the Tax Receivable Agreement.
Section 2. Amendment to the Tax Receivable Agreement. Article IV of the Tax Receivable Agreement is hereby amended by inserting a new Section 4.4 as set forth below:
“Section 4.4. Termination Upon Specified Change of Control. Notwithstanding anything herein to the contrary, effective as of and conditioned upon the closing (the “Closing”) of the
transactions contemplated by that certain Agreement and Plan of Merger, by and among the Corporation, the LLC, Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and
wholly-owned subsidiary of Parent, and Vista Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, dated as of December 30, 2024 (the “Merger Agreement” and the consummation of the transactions
contemplated thereby, the “Specified Change of Control”), (a) this Agreement shall terminate in its entirety, and (b) the Corporation, the LLC, the Representative, the TRA Parties and any other party hereto shall have no further rights or
obligations hereunder, including with respect to the payment of all or any portion of any Early Termination Payment or any other amounts owed pursuant to this Agreement. For the avoidance of doubt, if the Closing occurs, the Specified Change of
Control shall not constitute a “Change of Control” for purposes of this Agreement (and Section 4.1(c) shall not apply in connection with the Specified Change of Control) and no Early Termination Payment or other amount otherwise payable
under this Agreement shall be payable in connection with the Closing or otherwise.”
Section 3. Effect of this Amendment. The Parties intend that this Amendment constitute an amendment of the Tax Receivable Agreement in
accordance with Section 7.6(b) thereof. This Amendment shall be deemed effective as of the date hereof. Except as expressly amended by this Amendment, the Tax Receivable Agreement remains in full force and effect and nothing in this Amendment
shall otherwise affect any other provision of the Tax Receivable Agreement or the rights and obligations of the Parties. If the Merger Agreement is terminated prior to the Closing having occurred, this Amendment shall be void ab initio and of no
force and effect and the Tax Receivable Agreement shall remain in full force and effect as if such Amendment had not become effective.
Section 4. Incorporation by Reference. Sections 7.1 (Notices), 7.2 (Counterparts; Electronic Signature), 7.4 (Governing Law), 7.5 (Severability), 7.6 (Assignments; Amendments;
Successors; No Waivers), 7.7 (Resolution of Disputes), and 7.14 (Independent Nature of Rights and Obligations) of the Tax Receivable Agreement are
incorporated herein by reference, mutatis mutandis.
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Section 5. No Assignment. Notwithstanding anything to the contrary in Section 7.6 of the Tax Receivable Agreement, none of the Holders
may directly or indirectly assign all or any portion of such Holder’s interest in the Tax Receivable Agreement or this Amendment. For the avoidance of doubt, nothing in this Agreement shall restrict any Exchange TRA Holder from participating in a
Redemption or a Direct Exchange prior to the Closing Date (as defined in the Merger Agreement).
Section 6. No Third Party Beneficiaries. This Amendment shall be binding upon and inure solely to the benefit of each Party and their respective successors and permitted assigns, and
nothing in this Amendment, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Amendment. Notwithstanding the foregoing, the Parties agree that,
unless the Merger Agreement is terminated in accordance with its terms prior to the Closing, Parent is an express third party beneficiary of this Amendment and this Amendment is enforceable by Parent in all respects. None of the provisions of this
Amendment may be amended, modified or otherwise adjusted, and this Amendment may not be terminated or waived in any respect, by any Party without the prior written consent of Parent (which consent may be withheld by Parent in its sole discretion).
[Signature pages follow.]
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By:
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Name:
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Title:
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Chief Executive Officer
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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COMPANY LLC:
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VACASA HOLDINGS LLC
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By:
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Name:
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Title:
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Chief Executive Officer
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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SLP V VENICE FEEDER I, L.P.
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By:
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Silver Lake Technology Associates V, L.P.,
its general partner
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SLTA V (GP), L.L.C., its general partner
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Silver Lake Group, L.L.C., its managing member
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By:
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Name:
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Title:
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Managing Director
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SLP VENICE HOLDINGS, L.P.
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By:
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SLP V Aggregator GP, L.L.C.
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Silver Lake Technology Associates V, L.P., its general partner
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SLTA V (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its managing member
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Name:
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Title:
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Managing Director
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SLP VENICE AGGREGATOR, L.P.
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By:
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Silver Lake Technology Associates V, L.P., its general partner
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SLTA V (GP), L.L.C., its general partner
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Silver Lake Group, L.L.C., its managing member
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Title:
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Managing Director
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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RW VACASA AIV L.P.
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By:
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Riverwood Capital II, L.P., its general partner
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By:
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Riverwood Capital ▇▇ ▇▇ Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RW INDUSTRIOUS BLOCKER L.P.
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By:
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Riverwood Capital II L.P., its general partner
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By:
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Riverwood Capital ▇▇ ▇▇ Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RIVERWOOD CAPITAL PARTNERS II (PARALLEL-B) L.P.
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By:
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Riverwood Capital II, L.P., its general partner
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By:
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Riverwood Capital ▇▇ ▇▇ Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RCP III VACASA AIV L.P.
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By:
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Riverwood Capital III L.P., its general partner
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By:
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Riverwood Capital GP III Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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RCP III BLOCKER FEEDER L.P.
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By:
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Riverwood Capital III L.P., its general partner
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By:
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Riverwood Capital GP III Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.
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By:
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Riverwood Capital III L.P., its general partner
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By:
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Riverwood Capital GP III Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RCP III (A) BLOCKER FEEDER L.P.
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By:
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Riverwood Capital III L.P., its general partner
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By:
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Riverwood Capital GP III Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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Title:
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Director
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RCP III (A) VACASA AIV L.P.
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By:
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Riverwood Capital III L.P., its general partner
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By:
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Riverwood Capital GP III Ltd., its general partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
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Director
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Level Equity Opportunities Fund 2015, L.P.
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By:
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Level Equity Partners II (GP), L.P.
its general partner
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By:
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Level Equity Associates II, LLC
its general partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Title:
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Chief Operating Officer
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Level Equity Opportunities Fund 2018, L.P.
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By:
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Level Equity Partners IV (GP), L.P.
its general partner
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By:
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Level Equity Associates IV, LLC
its general partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Title:
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Chief Operating Officer
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LEGP II AIV(B), L.P.
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By:
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Level Equity Partners II (GP), L.P.
its general partner
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By:
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Level Equity Associates II, LLC
its general partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Title:
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Chief Operating Officer
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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LEGP I VCS, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Title:
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Chief Operating Officer
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LEGP II VCS, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Title:
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Chief Operating Officer
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Level Equity – VCS Investors, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Chief Operating Officer
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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American Bankers Insurance Group, Inc.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇
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Title:
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Vice President
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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NewSpring Growth Capital IV
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(on behalf of NSG IV Blocked AIV, L.P. and NSG
IV Unblocked AIV, L.P.)
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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COO and General Partner
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Ohana Holdings, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title:
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Vice President
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Travel + Leisure
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By:
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/s/ ▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Partners for Growth IV
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By:
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/s/ ▇▇▇▇▇▇ ▇▇
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Name:
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▇▇▇▇▇▇ ▇▇
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Title:
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CFO
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇ ▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Altos Ventures
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(on behalf of Altos TRA Parties)
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇
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Title:
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Managing Member
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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StepStone VC Secondaries Fund II, L.P.
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By:
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StepStone VC Secondaries General Partner
II, L.P., its general partner
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By:
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StepStone VC Secondaries ▇▇ ▇▇, LLC, its
general partner
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By:
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StepStone Group LP, its sole member
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By:
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StepStone Group Holdings LLC, its general
partner
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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Partner, Chief Operating Officer, Private Equity
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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The ▇. ▇▇▇▇ Getty Trust
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Managing Director & Assistant Treasurer
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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Silverton Partners IV, L.P.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Partner
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
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HOLDERS:
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▇▇▇▇▇▇▇▇ CAPITAL PARTNERS LP
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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President
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[Signature Page to Amendment No. 1 to Tax Receivable Agreement]