Who pays if the Compass-Anywhere deal falls through? 

We know how many billions of dollars the proposed Compass acquisition of Anywhere is likely worth ($1.6 billion), as well as the expected value of the combined brokerage company ($10 billion).

But what if the deal that's got everyone talking doesn't make it across the finish line? 

An important document filed by Compass on Sept. 22 tells the tale. It's called an 8-K, and it's a legally binding update that publicly traded companies have to provide to the SEC when something significant happens.

Here are three top takeaways from the Compass 8-K describing its "Agreement and Plan of Merger with Anywhere Real Estate Inc."

The price tag for a failed deal starts at $200 million

Anywhere would owe Compass $200 million if the company backs out of the deal or otherwise causes it to fail. However, Compass would owe Anywhere nearly double that — $350 million — "if certain regulatory clearances are not obtained," the 8-K states.

With the No. 1 brokerage (by sales volume) merging with the No. 1 enterprise, it's likely the Federal Trade Commission and Department of Justice will examine the deal carefully. The higher fee tied to regulatory risk suggests that antitrust review is the biggest potential blocker to the deal going through.

The clock is ticking

The merger needs to close by the "Outside Date" of Sept. 22, 2026. But there is an allowance for a trio of three-month extensions if matters such as shareholder approval and financing are handled and the only remaining issue is regulatory approval.

If the deal doesn't close after all that, however, either party may terminate — and potentially write or receive a big check.

They keep calling it a merger, but … 

Compass shareholders will control about 78% of the new company, leaving Anywhere shareholders with 22%. Despite the "combination" branding, structurally it's Compass in charge, and Compass CEO and Founder Robert Reffkin is the one painting a picture of how this "transformational deal … unlocks our long-term vision."

Reffkin will lead the combined company, and unlike some mergers of equals, there doesn't appear to be a shared CEO arrangement. 

The 8-K makes no mention of a continuing role for Anywhere CEO Ryan Schneider or other top Anywhere executives, and while Reffkin's letter to agents notes that the companies will operate independently and maintain their existing brands and platforms, it does not address the leadership of those brands.