Compass, Inc. Announces Upsize and Pricing of $850,000,000 Convertible Senior Notes

Core Viewpoint - Compass, Inc. has announced the pricing of an offering of $850 million in convertible senior notes due 2031, which is a $100 million increase from the previously announced size of the offering [1] Group 1: Offering Details - The offering includes an option for initial purchasers to buy an additional $150 million of the notes within a 13-day period starting from the issuance date [1] - The notes will be senior unsecured obligations guaranteed by the Company's subsidiaries that also guarantee its existing revolving credit facility [2] - The notes will bear an interest rate of 0.25% per annum and will mature on April 15, 2031, unless converted or repurchased earlier [3] Group 2: Use of Proceeds - The net proceeds from the offering will be used for general corporate purposes, including repayment of certain existing indebtedness of Anywhere Real Estate Inc. if the merger is completed [2] - The proceeds will also fund the net cost of entering into capped call transactions related to the offering [2] Group 3: Conversion and Redemption - The initial conversion rate for the notes is 62.5626 shares of Class A common stock per $1,000 principal amount, equating to an initial conversion price of approximately $15.98 per share, representing a 35% conversion premium over the last reported sale price [3] - The notes will be convertible under certain conditions prior to January 15, 2031, and thereafter at any time until the maturity date [4] - The Company has the option to redeem the notes in whole or in part starting from April 20, 2029, under certain conditions [4] Group 4: Capped Call Transactions - The Company has entered into capped call transactions with initial purchasers, covering the number of shares underlying the notes, with an initial cap price of $23.68 per share, a 100% premium over the last reported sale price [5] - These capped call transactions may influence the market price of the Class A common stock and the notes [6] Group 5: 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, providing an end-to-end platform for real estate agents [8]