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recent filing by Compass offers a detailed view of the risks and financial implications if its planned purchase of Anywhere stalls. The deal, valued at roughly $1.6 billion, is expected to lift the combined brokerage to about $10 billion in revenue.

    The document—an 8‑K filed on September 22—outlines the “Agreement and Plan of Merger with Anywhere Real Estate Inc.” and highlights three key points:

    1. **Financial penalties for a failed deal**

     If Compass pulls out or the transaction collapses, it must pay Anywhere $200 million. Conversely, if regulatory approvals are not secured, Compass would owe Anywhere $350 million. The higher fee reflects the likelihood that the Federal Trade Commission and the Department of Justice will scrutinize the merger, making antitrust clearance the biggest hurdle.

    2. **Time constraints and extensions**

     The merger must close by the “Outside Date” of September 22, 2026. Compass can request up to three three‑month extensions if shareholder approval, financing, and other prerequisites are met, leaving only regulatory approval as the remaining obstacle. Should the deal still not close, either party may terminate the agreement and receive or issue a substantial payment.

    3. **Ownership and leadership structure**

     Despite the “combination” label, Compass will hold 78 % of the new entity, with Anywhere shareholders retaining 22 %. Robert Reffkin, Compass’s CEO and founder, will lead the merged company. The filing makes no mention of a joint CEO arrangement or a continued role for Anywhere’s CEO, Ryan Schneider, indicating that Compass will steer the combined operation while the brands and platforms remain largely independent.