Real estate technology company Compass, Inc. and Anywhere Real Estate Inc. have agreed to merge in an all-stock transaction. The deal, announced on September 22, 2025, will create a combined entity with an estimated enterprise value of approximately $10 billion, including assumed debt.
This merger unites Compass's technology-focused brokerage model with Anywhere's extensive portfolio of established real estate brands, including Century 21, Coldwell Banker, and Sotheby's International Realty. The new company aims to build a comprehensive platform for real estate professionals worldwide.
Key Takeaways
- Compass and Anywhere Real Estate have entered a definitive merger agreement in an all-stock deal.
- The combined company is valued at approximately $10 billion and will be led by Compass CEO Robert Reffkin.
- The transaction aims to create a network of 340,000 real estate agents globally, operating in about 120 countries.
- Compass expects to achieve over $225 million in operational synergies from the merger.
- The deal is subject to shareholder and regulatory approval, with a target closing in the second half of 2026.
Details of the Merger Agreement
The agreement outlines a plan to combine two of the largest players in the U.S. residential real estate market. The transaction is structured entirely with stock, signaling a long-term strategic alignment between the two companies.
Transaction Terms
Under the terms of the merger, shareholders of Anywhere Real Estate will receive 1.436 shares of Compass Class A common stock for each share of Anywhere common stock they own. Based on Compass's 30-day volume-weighted average price as of September 19, 2025, this exchange ratio values each Anywhere share at $13.01.
Upon completion of the merger, current Compass shareholders are expected to own approximately 78% of the new, combined company. Anywhere shareholders will hold the remaining 22% on a fully diluted basis.
By the Numbers
- Combined Enterprise Value: ~$10 billion
- Global Agent Network: ~340,000 professionals
- International Reach: ~120 countries and territories
- Expected Synergies: $225+ million
- Combined Annual Transactions: ~1.2 million
Leadership and Governance
The combined entity will be led by Robert Reffkin, the current CEO and Founder of Compass. The leadership structure aims to integrate the strengths of both organizations while driving a unified strategic vision focused on technology and agent support.
Both companies' Boards of Directors have unanimously approved the transaction. The deal now moves forward to seek approval from shareholders of both Compass and Anywhere, in addition to undergoing standard regulatory reviews. The process is anticipated to conclude in the latter half of 2026.
Strategic Vision for the Combined Company
Leaders from both Compass and Anywhere have emphasized the strategic benefits of the merger, highlighting the potential to create a more powerful and efficient platform for the real estate industry.
"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," said Robert Reffkin. "By bringing together two of the best companies in our industry... we now have the resources to build a place where real estate professionals can thrive for decades to come."
Ryan Schneider, CEO and President of Anywhere, echoed this sentiment, focusing on the expanded capabilities the merger will provide.
"We are excited to unite our renowned brands, international footprint, and leading businesses to build a better real estate experience in concert with Compass," Schneider stated. "We have a unique opportunity to utilize the incredible breadth of talent across our companies... to deliver even more value to home buyers and home sellers."
Expanding Technology and Services
A central goal of the merger is to leverage Compass's end-to-end technology platform across a much larger network of agents and franchisees. Compass has invested heavily in developing a suite of cloud-based tools for customer relationship management (CRM), marketing, and other brokerage services.
A Tale of Two Companies
Compass (NYSE: COMP), founded in 2012, is known for its technology-driven approach to real estate. It provides a proprietary platform to help agents manage their business more efficiently and has grown to become the largest U.S. brokerage by sales volume.
Anywhere Real Estate (NYSE: HOUS) has a long history and owns some of the most recognized brands in the industry, including Better Homes and Gardens Real Estate, Century 21, Coldwell Banker, Corcoran, ERA, and Sotheby's International Realty. Its business model includes franchise, brokerage, relocation, and title services.
Ori Allon, Co-Founder of Compass, noted the importance of this technological integration. "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," he said.
Financial Implications and Projections
The merger is expected to create significant financial benefits, including diversified revenue streams for Compass and substantial cost savings for the combined operation.
Revenue Diversification
The transaction is projected to add over $1 billion in annual revenue to Compass from Anywhere's established franchise, title, escrow, and relocation businesses. This diversifies Compass's income beyond its core brokerage model, providing more stable revenue sources that are less dependent on real estate transaction cycles.
The combined company will facilitate approximately 1.2 million transactions annually, creating a large base for offering integrated services like title insurance and mortgage services, which can streamline the home buying and selling process for consumers.
Cost Synergies and Financial Health
Compass management anticipates achieving more than $225 million in non-GAAP operating expense (OPEX) synergies. These savings are expected to come from consolidating overlapping functions, reducing duplicative technology costs, and optimizing administrative overhead. These efficiencies are projected to generate strong free cash flow and improve the combined company's balance sheet.
To support the transaction and manage existing debt, Compass has secured a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. A key post-merger financial goal is to reduce debt, with a target to reach a net leverage of approximately 1.5 times Adjusted EBITDA by the end of 2028.
Next Steps and Regulatory Path
With board approvals secured, the merger now enters a period of shareholder voting and regulatory scrutiny. Both companies will file relevant materials with the U.S. Securities and Exchange Commission (SEC), including a joint proxy statement and a registration statement on Form S-4.
Key stakeholders, including Robert Reffkin of Compass and investment firm TPG Angelo Gordon representing Anywhere, have entered into voting agreements to support the transaction, indicating strong initial backing for the deal.
Financial and legal advisors for the transaction include prominent firms. Morgan Stanley & Co. LLC and Kirkland & Ellis LLP are advising Compass, while Goldman Sachs & Co. LLC and Wachtell, Lipton, Rosen & Katz are advising Anywhere. The successful completion of the merger hinges on favorable shareholder votes and clearance from regulatory bodies, with a projected closing in the second half of 2026.
