Prnewswire·2026-01-07 12:05Core Viewpoint - Compass, Inc. plans to offer $750 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional $112.5 million within 13 days of issuance [1][2] Group 1: Offering Details - The notes will be senior unsecured obligations guaranteed by the Company's subsidiaries that also guarantee its existing revolving credit facility [2] - The net proceeds from the offering will be used for general corporate purposes, including repayment of existing indebtedness of Anywhere Real Estate Inc. if the merger is completed, and funding capped call transactions [2] Group 2: Conversion and Capped Call Transactions - The Company will satisfy conversion elections by paying cash, delivering shares of Class A common stock, or a combination of both at its discretion [3] - Capped call transactions are expected to reduce potential dilution of Class A common stock upon conversion of the notes and offset cash payments exceeding the principal amount of converted notes [4] Group 3: Market Impact and Hedging Activities - Counterparties may purchase shares of Class A common stock or enter into derivative transactions around the pricing of the notes, which could influence the market price of the stock and notes [5] - These activities may affect the ability of noteholders to convert the notes and the number of shares received upon conversion [5] Group 4: Company Overview - Compass is a leading tech-enabled real estate services company and the largest residential real estate brokerage in the U.S. by sales volume [7] - The Company provides an integrated platform for real estate agents, including cloud-based software for various critical functionalities [8]