Real estate brokerage Compass, Inc. and Anywhere Real Estate Inc. have entered into a definitive agreement for an all-stock merger. The transaction will create a combined company with an estimated enterprise value of approximately $10 billion, positioning it as a major force in the global real estate market.
The deal aims to combine Compass's technology platform with Anywhere's extensive portfolio of well-known brands, including Coldwell Banker, Century 21, and Sotheby's International Realty. The new entity will be led by current Compass CEO and Founder, Robert Reffkin.
Key Takeaways
- Compass and Anywhere Real Estate have agreed to an all-stock merger, creating a combined entity valued at around $10 billion.
- Anywhere shareholders will receive 1.436 shares of Compass Class A common stock for each share they own.
- The combined company will include approximately 340,000 real estate professionals across 120 countries.
- The transaction is expected to generate over $225 million in operational cost savings and is slated to close in the second half of 2026.
Details of the Merger Agreement
The agreement, which has received unanimous approval from the boards of directors of both companies, outlines a clear structure for the combination. Under the terms, the transaction is structured entirely through stock, meaning no cash will be exchanged for shares.
Share Exchange and Ownership Structure
For each share of Anywhere common stock (NYSE: HOUS), shareholders will receive 1.436 shares of Compass Class A common stock (NYSE: COMP). This exchange ratio values each Anywhere share at $13.01, based on Compass's 30-day volume-weighted average price as of September 19, 2025.
Upon completion of the merger, existing Compass shareholders will hold approximately 78% of the new company on a fully diluted basis. Shareholders of Anywhere will own the remaining 22%. This ownership split reflects the relative market valuations of the two companies leading up to the agreement.
A Major Consolidation in Real Estate
This merger represents one of the most significant consolidations in the residential real estate industry in recent years. By bringing together Compass's technology-focused brokerage model with Anywhere's established franchise network, the deal fundamentally reshapes the competitive landscape for real estate services in the United States and globally.
Strategic Vision for the Combined Company
The leadership of both companies has outlined a strategic rationale focused on creating a more efficient and powerful platform for real estate agents and their clients. The merger is expected to leverage the strengths of each organization to drive growth and innovation.
In a statement, Compass CEO Robert Reffkin described the move as a "monumental step" toward empowering real estate professionals. He added, "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."
Expanding Global Reach and Services
A primary goal of the transaction is to create a premier residential real estate platform. The combined network will consist of approximately 340,000 agents and franchisees operating in every major U.S. city and serving around 120 countries and territories.
This expanded scale is intended to enhance the company's international referral network and extend Compass's technology and client solutions to a much larger base of real estate professionals.
Diversifying Revenue Streams
The merger is also designed to diversify Compass's sources of revenue. The company expects to add over $1 billion in annual revenue from Anywhere's established business lines, which include:
- Franchise operations
- Title and escrow services
- Relocation services
The combined entity will facilitate approximately 1.2 million transactions annually, providing significant opportunities to cross-sell these additional services to a broader client base.
"We are excited to unite our renowned brands, international footprint, and leading businesses to build a better real estate experience in concert with Compass," said Ryan Schneider, CEO and President of Anywhere Real Estate.
Financial Outlook and Synergies
The financial strategy for the combined company centers on achieving significant cost savings and strengthening its balance sheet. Compass has secured a substantial financing commitment to support the transaction and has set clear targets for reducing debt.
Merger by the Numbers
- Enterprise Value: ~$10 Billion
- Agent Network: 340,000 professionals
- Global Reach: 120 countries
- Expected Synergies: $225+ Million
- Financing Commitment: $750 Million
Projected Cost Savings
Compass management anticipates achieving more than $225 million in non-GAAP operational expense (OPEX) synergies. These savings are expected to come from streamlining operations, reducing redundant corporate overhead, and integrating technology platforms. The company stated that this figure is net of any costs associated with the integration process.
These efficiencies, combined with a stronger revenue base, are projected to generate significant free cash flow for the new company.
Financing and Deleveraging Plan
To support the merger and manage the combined company's debt, Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. Following the close of the transaction, a key priority will be deleveraging.
The company has set a goal to reduce its net leverage to approximately 1.5 times its Adjusted EBITDA by the end of 2028. This demonstrates a focus on establishing a stable and sustainable financial foundation for long-term growth.
The Path to Completion
While the boards of both companies have approved the deal, several steps remain before the merger can be finalized. The process involves securing approvals from shareholders and regulatory bodies, which is expected to take considerable time.
Timeline and Required Approvals
The transaction is expected to close in the second half of 2026. This extended timeline accounts for the complex regulatory review process that a merger of this scale will likely face.
In addition to regulatory clearance, the deal is subject to the approval of shareholders from both Compass and Anywhere. Both companies will file relevant materials with the U.S. Securities and Exchange Commission (SEC), including a joint proxy statement, to provide shareholders with the necessary information to vote on the transaction.
Robert Reffkin and TPG Angelo Gordon have already entered into voting agreements to support the transaction with their respective shares in Compass and Anywhere.
