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ompass, Inc. (NYSE: COMP) and Anywhere Real Estate Inc. (NYSE: HOUS) have entered into a definitive all‑stock merger agreement. The combined entity will be valued at roughly $10 billion, including debt. Under the terms, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, valuing an Anywhere share at $13.01 based on Compass’s 30‑day VWAP as of September 19, 2025. Post‑closing, Compass shareholders will own about 78 % of the combined company on a fully diluted basis, with Anywhere shareholders holding the remaining 22 %.
The merger will unite Compass’s technology platform, marketing capabilities, and network of residential real‑estate agents with Anywhere’s portfolio of leading brands (Better Homes and Gardens®, CENTURY 21®, Coldwell Banker®, Corcoran®, ERA®, Sotheby’s International Realty®), franchise, brokerage, relocation, title, escrow, and mortgage businesses. Together, the companies will form a premier residential real‑estate platform that spans the United States and 120+ countries, bringing together roughly 340,000 agents worldwide and approximately 1.2 million transactions annually. The combination is expected to diversify Compass’s revenue streams by adding more than $1 billion in franchise, title, escrow, and relocation income, and to generate $225 million+ in non‑GAAP operating‑expense synergies, improving free cash flow and the balance‑sheet profile.
Compass CEO and Founder Robert Reffkin said the deal “marks a monumental step toward our mission to empower real‑estate professionals with everything they need to grow their business.” He added that the partnership preserves the independence of Anywhere’s brands while providing the resources to build a long‑term platform for agents. Anywhere CEO and President Ryan Schneider echoed this sentiment, noting the opportunity to leverage world‑class agents and franchisees to deliver enhanced value to buyers and sellers across the entire transaction lifecycle. Compass Co‑Founder Ori Allon highlighted the shared vision of technology‑driven empowerment for real‑estate professionals.
The transaction has received unanimous board approval from both companies and is expected to close in the second half of 2026, contingent on shareholder approval, regulatory clearance, and customary closing conditions. Robert Reffkin and TPG Angelo Gordon have entered voting agreements to support the merger. Upon completion, Reffkin will lead the combined company.
Compass has secured a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. The company plans to deleverage aggressively, targeting a net leverage ratio of ~1.5× adjusted EBITDA by year‑end 2028.
Financial advisors: Morgan Stanley & Co. LLC is Compass’s exclusive financial advisor; Kirkland & Ellis LLP is Compass’s legal advisor. Goldman Sachs & Co. LLC serves as Anywhere’s exclusive financial advisor; Wachtell, Lipton, Rosen & Katz is Anywhere’s legal advisor.
An investor conference call will be held on Monday, September 22, 2025, at 8 a.m. ET. The call is accessible via the Compass Investor Relations website (https://investors.compass.com) and will include a recording and related materials in the SEC Filings section.
Both companies will file a Form S‑4 registration statement with the SEC, containing a joint proxy statement that serves as a prospectus. The proxy statement will be mailed to shareholders of both companies to solicit approval of the merger and related matters. Investors are urged to review the registration statement, joint proxy statement, and any amendments before voting or investing.
The communication includes forward‑looking statements about the merger’s benefits, synergies, timeline, regulatory approvals, and financial impact. These statements are subject to risks such as failure to consummate the transaction, regulatory delays, shareholder opposition, integration challenges, and market conditions. The companies do not guarantee that actual results will match these projections.
Non‑GAAP measures such as adjusted EBITDA and non‑GAAP operating‑expense synergies are presented for illustrative purposes only and should not be considered in isolation from GAAP measures. The combined company’s projected financials are based on arithmetic sums of historical data and do not reflect pro‑forma adjustments.
Compass is a technology‑enabled real‑estate brokerage founded in 2012, headquartered in New York City, and operates the largest residential brokerage in the U.S. by sales volume. Its platform offers cloud‑based CRM, marketing, and brokerage tools tailored to real‑estate agents. Compass also owns Christie's International Real Estate, with over 100 affiliates in 50 countries.
Anywhere is a global real‑estate services firm that operates franchise, brokerage, relocation, title, escrow, mortgage, and title‑insurance businesses. Its portfolio includes well‑known brands such as Better Homes and Gardens®, CENTURY 21®, Coldwell Banker®, Corcoran®, ERA®, and Sotheby’s International Realty®. Anywhere serves more than 300,000 agents worldwide and supports a broad network of franchise owners.
Investor contacts: Soham Bhonsle ([email protected]), Devin Daly Huerta ([email protected]), Tom Hudson ([email protected]), Kyle Kirkpatrick ([email protected]).
