Compass lines up $1 billion in financing tied to Anywhere deal
The brokerage announced plans to raise capital for “general corporate purchases” by issuing convertible notes — debt that noteholders can cash in later.
With its deal to merge with Anywhere on the verge of closing, Compass is raising a large pool of low-cost capital — and doing it in a way that signals confidence in where its stock is headed.
Compass disclosed in a Jan. 8 SEC filing that it has priced an $850 million offering of convertible senior notes due in 2031, with the option to raise another $150 million. This upsizing of the company's initial financing plan carries an interest rate of just 0.25%.
What this means: Convertible notes are a type of hybrid security that are debt today but can turn into stock later. In this case, Compass said noteholders — qualified institutional buyers — can convert at an implied stock price of about $15.98 per share. That's about 35% higher than where Compass shares were trading on Jan. 7, the company said in its filing.
If the stock never hits the $15.98 mark, Compass will repay the notes in cash rather than issuing shares. To limit potential dilution if the notes do convert, the company also engaged in "capped call transactions" to push issuance to a higher price threshold. This structure allows Compass to raise a significant amount of money now without immediately issuing new shares. It's a move companies often make when they believe their stock has room to rise over time.
What the money will be used for: Compass said in the filing that it plans to use the proceeds for "general corporate purposes," which would include paying down Anywhere's debt and other deal-related costs if the merger closes.
Financial optimism: The announcement comes one day after Compass made an upward revision to its Q4 2025 outlook, predicting revenue and EBITDA will come in at the high end of expectations. The company's revenue was up nearly 24% to $1.85 billion in the third quarter, representing its strongest-ever Q3 results.