Compass, Anywhere Real Estate to combine in an all-stock transaction

Compass (COMP) and Anywhere Real Estate (HOUS) jointly announced 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 $10B, including the assumption of debt. The transaction is expected to diversify Compass by adding over $1B in revenue from Anywhere’s established franchise, title and escrow, and relocation operations. Compass anticipates achieving $225M in non-GAAP OPEX synergies, net of dissynergies and friction costs. 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. 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%. The transaction has been unanimously approved by the boards 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 and founder Robert Reffkin will lead the combined company.