Compass to acquire Anywhere Real Estate in all-stock merger

Compass, Inc.

Each Anywhere share converted into 1.436 Compass shares; deal structured as tax-free reorganization.
Compass obtained $750M bridge loan from Morgan Stanley to refinance Anywhere debt.
Termination fees: $200M (general) or $350M (regulatory); Outside Date Sep 22, 2026 with extensions.
Compass CEO Reffkin (29.6% voting power) and Angelo Gordon (8.7% Anywhere) enter support agreements to vote in favor.
Conditions include stockholder approvals, HSR clearance, and NYSE listing of Compass shares.

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