Compass acquires 51% stake in Sotheby's franchisee Parent; grants TPG put right for senior preferred equity

Compass, Inc.

Compass becomes 51% holder of common equity in Parent that owns Sotheby's International Realty franchisees via restructuring.
TPG (Angelo, Gordon) receives put right to require Compass to purchase 100% of Parent's senior preferred equity at a formula price.
Compass's payment obligation is unconditional, absolute, and in cash; valuation of put right to be finalized in Q2 10-Q.
Restructuring includes a 30-month installment plan to satisfy certain outstanding indebtedness owed to Compass.
Compass represents it has sufficient unrestricted cash to pay the full Sale Price without external financing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Compass, Inc. entered into Put Agreement with certain funds managed or advised by Angelo, Gordon & Co., L.P. or its affiliates (collectively, "TPG") (effective 2026-04-15).

Action: entry
Counterparty: certain funds managed or advised by Angelo, Gordon & Co., L.P. or its affiliates (collectively, "TPG")
Effective: 2026-04-15

Exact text from the filing

On April 15, 2026, the Company and certain funds managed or advised by Angelo, Gordon & Co., L.P. or its affiliates (collectively, “TPG”), that are also parties to the Transaction, entered into an agreement (the “Put Agreement”) pursuant to which TPG will have the right but not the obligation (the “Put Right”) to require the Company to purchase 100% of Parent’s senior preferred equity at a purchase price determined in accordance with a formula set forth in the Put Agreement.

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Compass, Inc. filing history →

Source: SEC EDGAR

accession 0001563190-26-000089

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