Compass, Inc. and Anywhere Real Estate Inc. signed a definitive all-stock merger agreement valuing the combined company at approximately $10 billion, including assumed debt. The $1.6B deal for Compass to acquire Anywhere was unanimously approved by both boards and is expected to close in the second half of 2026, pending shareholder approvals and customary regulatory clearances.
Terms of The Deal
Each Anywhere common share will be exchanged for 1.436 shares of Compass Class A common stock, representing a value of $13.01 per Anywhere share based on Compass’ 30-trading-day volume-weighted average price as of September 19, 2025. On a fully diluted basis, current Compass shareholders are expected to own approximately 78% of the combined company and Anywhere shareholders approximately 22%.
Compass has obtained a $750 million financing commitment from its exclusive financial advisor, Morgan Stanley Senior Funding, Inc. Post-close, Compass expects to prioritize deleveraging with the goal to reach net leverage of ~1.5x Adjusted EBITDA by year-end 2028.
Upon closing, Compass CEO & Founder Robert Reffkin will lead the combined company. Robert Reffkin and TPG Angelo Gordon have entered into customary voting agreements to support the transaction.
Strategic Rationale And Scale
The company says the combination will create a premier residential real estate platform by bringing together approximately 340,000 real estate professionals globally on a shared network operating in every major U.S. city and serving approximately 120 countries and territories. It broadens Compass’ international referral network and expands its technology and client solutions to more sellers, buyers, and professionals.
The transaction is expected to diversify Compass’ revenue by adding over $1 billion from Anywhere’s franchise, title and escrow, and relocation operations, and the approximately 1.2 million transactions on a combined basis create opportunities to add services and streamline closings.
Compass anticipates achieving $225+ million3 in non-GAAP OPEX synergies, net of dissynergies and friction costs. These efficiencies, together with the improved cost and debt profile of the combined company, are expected to drive significant free cash flow and a stronger combined balance sheet.
Leadership Statements
Robert Reffkin said, “Today marks a monumental step towards our mission to empower real estate professionals with everything they need to grow their business and better serve their clients. I have deep respect for Anywhere’s leadership, agents, employees, culture, and brands. By bringing together two of the best companies in our industry, while preserving the unique independence of Anywhere’s leading brands, we now have the resources to build a place where real estate professionals can thrive for decades to come.”
Anywhere CEO & President Ryan Schneider said, “We are excited to unite our renowned brands, international footprint, and leading businesses to build a better real estate experience in concert with Compass. We have a unique opportunity to utilize the incredible breadth of talent across our companies, especially our world-class agents and franchisees, to deliver even more value to home buyers and home sellers across every phase of the home buying and home selling experience.”
Compass Co-Founder Ori Allon said, “Technology continues to transform every industry and every profession. We are excited to partner with a company that shares our vision so that we can empower every real estate professional.”
Advisors
Advisors: Morgan Stanley & Co. LLC (exclusive financial advisor) and Kirkland & Ellis LLP (legal) for Compass; Goldman Sachs & Co. LLC (exclusive financial advisor) and Wachtell, Lipton, Rosen & Katz (legal) for Anywhere.
