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Compass, Inc. (NYSE:COMP) ("Compass") and Anywhere Real Estate Inc. (NYSE:HOUS) ("Anywhere") jointly announce the signing of a definitive merger agreement to combine in an all-stock transaction. The combined company is expected to have an enterprise value of approximately $10 billion, including the assumption of debt.
This transaction pairs Compass' years of investment in technology, innovative marketing offerings, and real estate professionals with Anywhere's leading brands, broader and complementary businesses, and global reach. The combination of these companies will create a premier real estate platform, enabling agents and franchisees to best serve home sellers and home buyers.
Terms and Conditions
Under the terms of the agreement, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, which represents a value of $13.01 per Anywhere common stock share based on Compass' 30 trading day volume weighted average price as of September 19, 2025. Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%.
Timing and Approvals
The transaction has been unanimously approved by the Boards of Directors of both Compass and Anywhere. It is expected to close in the second half of 2026, subject to approval by both Compass and Anywhere shareholders, and satisfaction of customary closing conditions, including receipt of regulatory approvals. Robert Reffkin and TPG Angelo Gordon have entered into customary voting agreements in which they have agreed to vote their shares of Compass common stock and Anywhere common stock, respectively, in support of the transaction.
Upon closing of the transaction, Compass CEO & Founder Robert Reffkin will lead the combined company.
Financing
Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. Post-close, Compass expects to prioritize deleveraging with the goal to reach net leverage of ~1.5x Adjusted EBITDA by year-end 2028.
