Core Viewpoint - Compass, Inc. and Anywhere Real Estate Inc. have signed a definitive merger agreement to combine in an all-stock transaction, creating a premier real estate platform with an enterprise value of approximately $10 billion, including debt assumption [1][5]. Strategic Rationale - The merger aims to leverage Compass' technology and marketing capabilities alongside Anywhere's established brands and global reach, enhancing service for home sellers and buyers [1][2]. - The combined entity will consist of around 340,000 real estate professionals operating in major U.S. cities and approximately 120 countries, broadening the international referral network [5]. - The transaction is expected to diversify Compass' revenue streams by adding over $1 billion from Anywhere's franchise, title, escrow, and relocation operations [5]. - Compass anticipates achieving over $225 million in non-GAAP OPEX synergies, which will contribute to significant free cash flow and a stronger balance sheet [5]. Terms and Conditions - Each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, valuing Anywhere shares at $13.01 based on Compass' 30-day volume-weighted average price as of September 19, 2025 [4]. - Post-transaction, Compass shareholders will own approximately 78% of the combined company, while Anywhere shareholders will own about 22% [4]. Timing and Approvals - The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the second half of 2026, pending shareholder and regulatory approvals [6]. Leadership - Upon closing, Compass CEO Robert Reffkin will lead the combined company [7]. Financing - Compass has secured a $750 million financing commitment from Morgan Stanley Senior Funding, Inc., with plans to prioritize deleveraging to achieve a net leverage of approximately 1.5x Adjusted EBITDA by year-end 2028 [8]. Advisors - Morgan Stanley & Co. LLC is the exclusive financial advisor for Compass, while Goldman Sachs & Co. LLC serves as the exclusive financial advisor for Anywhere [9].