Good morning, ladies and gentlemen, and welcome to the call today to discuss Compass's definitive merger agreement to combine with Anywhere Real Estate. I will now turn the call over to Soham Bhonsle, Head of Investor Relations at Compass. Please go ahead.
Good morning, everyone. It's my pleasure to welcome you to today's call. Joining me today on the call will be Compass's founder and CEO, Robert Reffkin, and our CFO, Scott Wahlers. A press release and 8-K filed with the SEC with information on today's announcement can be found on the Compass website. As part of our 8-K, we have also included an investor presentation that has additional information on the announcement and can be found under the Events and Presentation tab in the Investor Relations website. We will also make a replay of this conference call available to listeners in the Investor Relations section of our website. The matters we will be discussing today include forward-looking statements and, as such, are subject to risks and uncertainties.
These risks and uncertainties include those risks discussed in the most recent reports on Form 10-Q and 10-K, as well as those discussed in the press release announcing this transaction. These and other risks and uncertainties could cause actual results to differ materially from those contained in our forward-looking statements. With that, let me hand it over to Compass CEO, Robert Reffkin. Robert?
Good morning, and thank you for joining us on such short notice to discuss our announcement to combine with Anywhere Real Estate. Today marks a monumental moment for Compass, our real estate professionals, home sellers, and home buyers, as we bring some of the best brands in our industry together. As many of you know, we started this company because I saw my mom, who was a single mother and a real estate agent, struggle because her brokerage didn't give her the tools and resources to succeed. Together with Anywhere, we will now have the collective resources to help agents and broker owners better serve their clients, realize their entrepreneurial potential, and achieve their professional dreams. As importantly, this moment is about home sellers and home buyers who will benefit from the combined years of investment in technology, client programs, and client services that both of these organizations have made.
This combination will be transformational as we expect it to, one, create a premier residential real estate platform with approximately 340,000 agents globally. Two, accelerate our ancillary services opportunity and diversify our revenue streams in a capital-light manner with Anywhere's global franchise network. Three, deliver significant free cash flow driven by meaningful OpEx synergies and the improved OpEx leverage these businesses have as the housing market makes its way back to mid-cycle levels. And four, create the end-to-end experience for home sellers and home buyers as we evolve Compass into a unified operating system for real estate professionals, broker owners, and their clients. Let me briefly elaborate on these points. First, by bringing together Anywhere's more than 300,000 global real estate professionals and Compass's roughly 40,000 real estate professionals on one platform, we believe we will deliver significant value for home sellers, home buyers, and real estate professionals.
More home sellers and home buyers will have the ability to benefit from the $1.8 billion in investment we've made in our proprietary end-to-end platform over the past decade. For real estate professionals, they will have access to an industry-leading technology platform and programs that help them compete for clients and differentiate themselves in the market. With access to approximately 120 countries and territories globally, agents will have the ability to significantly expand their agent-to-agent client referral network. Second, by adding over $1 billion in revenue from ancillary services such as Title, Escrow, and Relocation services, as well as Franchise revenue, we will be able to diversify our revenue mix with higher margins and more recurring revenue streams. This diversification will make our free cash flow profile more resilient through market cycles.
Moreover, with Guaranteed Rate being the mortgage savings provider for both Compass and Anywhere, we expect a seamless integration in our mortgage offering. Third, by combining our operations, we believe we will be able to deliver significant cost synergies and realize OpEx leverage in the P&L, particularly as the housing market makes its way back to the mid-cycle. We expect this to allow us to drive meaningful free cash flow and begin to deliver at closing. Scott will walk us through the details, but we are targeting a 1.5 times leverage ratio by year-end 2028. I would like to be clear that paying down debt will be the top priority, as you will see us bring the same maniacal focus we brought to lowering our OpEx from an annualized run rate of $1.5 billion to $850 million, to now focus on lowering our leverage ratio.
Now, looking ahead, this combination unlocks a long-term vision for the future. It evolves Compass into a unified operating system for residential real estate and creates a better, simpler experience for home sellers, home buyers, and the trusted real estate professionals who advise them. For too long, real estate professionals who are entrepreneurs and broker owners who are small businesses have been forced to patch together more than a dozen different tools just to do their jobs. And the experience for home sellers and home buyers has been confusing and overly stressful. The most successful companies don't replace entrepreneurs and small businesses. They empower them. And that's what Compass is doing.
We are building an end-to-end technology platform that saves real estate professionals and broker owners time, helps them run their businesses more efficiently, and most importantly, allows them to provide differentiated service to their clients at a level they could not achieve alone. Home selling and home buying will become more simplified, transparent, and more seamless, delivered digitally and cemented by trust between the home seller and their agent fiduciary and the home buyer and their agent fiduciary. And here's the most exciting part. As more of the country's best real estate professionals and broker owners choose to run their business on the Compass platform and more home sellers and home buyers choose to work with our professionals, it creates more value for everyone. More users, listings, transactions, market, and data insights make our platform and the agents using it more valuable.
It makes our technology better, makes our AI tools more predictive, and our matchmaking between home sellers and home buyers more effective, increasing the platform's value for every agent, home seller, and home buyer. This accelerates our ability to deliver what home sellers and home buyers need, from home search to home financing to title insurance and other home services, all in one place and all guided by their trusted real estate advisory. While on the topic of technology, I want to briefly touch on another opportunity this combination unlocks, and that's accelerating our AI roadmap. As we have said before, to truly harness AI, you need an end-to-end platform, and we've built one with over $1.8 billion of investment over the past decade.
Once we have integrated the 340,000 real estate professionals on our platform, we will have the ability to further our goal to help agents save time, be more productive, and for home sellers and home buyers to benefit from more insights and connectivity within the platform, and this isn't just about agent or consumer-facing technology. We see a clear opportunity to apply AI across our own core business functions as well, which will allow us to drive efficiencies and create long-term operating improvements for the combined company. Now, let me provide a quick overview of Anywhere's businesses, starting with the owned brokerage business. We believe Anywhere's owned brokerage business is complementary to Compass's brokerage footprint, as their collection of brands cater to a broader range of price points and geographies where Compass is not present or has little presence.
Their owned brokerage brands consist of several well-known brands, such as Coldwell Banker, Sotheby's International Realty, and Corcoran. Moving on to the Franchise business. The Franchise business consists of six brands, namely Better Homes and Gardens, Century 21, Coldwell Banker, Corcoran, ERA, and Sotheby's International Realty. The Franchise network has a presence across all 50 states in the United States and approximately 120 countries and territories across the globe, which significantly increases the agent-to-agent client referral opportunities across both companies. Importantly for investors, Anywhere's Franchise business tends to be recurring in nature. Anywhere's Franchise business also currently generates an attractive EBITDA margin, which will be highly creative to our P&L. Lastly, this transaction adds meaningfully to our ancillary services offering, as it gives us an immediate presence in 30+ service areas in Title and Escrow and mortgage operations in all of our key markets.
As we've discussed on prior calls, we have a significant opportunity to increase our tax rate through the rollout in our platform of One-Click Title & Escrow. This transaction now just gives us a much larger Title and Escrow demand to go after. With this transaction, we are also adding a best-in-class relocation business in Cartus, which currently serves more than half of the Fortune 50 companies, increasing lead gen opportunities for Compass agents. And finally, as mentioned earlier, in a bit Scott will detail, we're adding a national mortgage presence through the shared Guaranteed Rate mortgage savings. Before I hand it over to Scott, I want to make clear that I fully recognize the enormity of the integration task ahead of us. And therefore, in the months ahead, we'll be naming a Chief Integration Officer, and I look forward to sharing with you how these two companies will come together.
Now, with that, let me hand it over to Scott.
Thanks, Robert. I'd like to echo Robert's excitement of this transaction, and I'm thrilled for the opportunity of bringing these two great companies together. Let me first recap the details of the transaction. Each share of Anywhere Common Stock will be exchanged for 1.436 shares of Compass Class A Common Stock, which represents a value of $13.01 per Anywhere Common Share based on a trailing 30-day VWAP. Based on this conversion, we expect to issue approximately 175 million Compass shares, which implies an equity value of $1.6 billion. As part of the transaction, we are also assuming $2.1 billion of Anywhere's senior notes and will pay off Anywhere's revolver at closing, which was $610 million at June 30th. Morgan Stanley has provided a $750 million bridge loan commitment to fund the repayment of the Anywhere revolver and transaction costs.
In the aggregate, net of about $266 million of cash on Anywhere's balance sheet at June 30th, the senior notes, the revolver, and the transaction expenses total $2.6 billion. So taking the equity value of $1.6 billion and the debt of $2.6 billion, the total transaction is valued at $4.2 billion. This represents a premium of 21% to the total enterprise value of Anywhere and represents a multiple of approximately 10 times Anywhere's 2026 underwritten EBITDA and 6.5 times fully synergized EBITDA. Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%. The transaction is expected to close in the second half of 2026, subject to shareholder and regulatory approvals.
Robert spoke to the strategic merits of the transaction, so let me focus on why we believe this is such a compelling transaction from a financial standpoint. I'll discuss three primary financial benefits, which are revenue diversification, operating expense synergies, and free cash flow generation. First, let's talk about the revenue diversification. Today, Compass derives the vast majority of its revenue from our owned brokerage operations, primarily under the Compass brand. We also generate Title and Franchise revenue, but they are small in comparison to the scale of our brokerage operations. This transaction allows us to significantly expand our owned brokerage operations through the addition of three high-quality, highly recognizable brand names, which collectively had $4.7 billion of revenue in 2024. Additionally, the transaction allows us to meaningfully diversify into Franchise operations through Anywhere's six nationally recognized Franchise brands that Robert highlighted earlier.
The Franchise business provides steady, recurring revenue and high adjusted EBITDA margins both domestically and internationally. Our revenue will be further diversified by a meaningful addition of Title operations across 30 service areas that effectively provide us with a national presence in Title. These new Title operations, when combined with our technology-led solutions like One-Click Title, will allow us to drive incremental attach of Title services and will now have the ability to attach Title to Compass brokerage transactions in markets where we don't currently have Title operations. Finally, as Robert mentioned, Anywhere's mortgage joint venture is with Guaranteed Rate, one of the largest retail mortgage lenders in the U.S. And importantly, Guaranteed Rate is the same partner Compass uses for our mortgage saving OriginPoint.
The transaction will allow us to quickly consolidate our mortgage savings, providing a higher attach opportunity with a wider footprint of loan officers across the country, while at the same time providing for expense synergies as we consolidate the mortgage entities. The second primary financial benefit is the opportunity and expense synergies. We anticipate net cost synergies of $225 million that are highly achievable within three years of the close date. Both Compass and Anywhere have been successful in implementing cost reduction programs over the last few years. And now, by combining the operating expenses of the two companies, we'll have renewed opportunities. To name a few, there will certainly be vendor consolidation to achieve more favorable pricing with higher volumes. Our office footprint across the combined Title and brokerage operations will provide areas to consolidate higher-priced and less occupied office leases.
Over time, we'll be able to consolidate overlapping technology systems and related spend. To put the synergy goal in perspective, excluding commissions, Anywhere's annualized operating expenses of about $1.7 billion and Compass's of about $1 billion aggregate to $2.7 billion in total. Our goal of $225 million is only about 8% of that combined OpEx figure, which is why we believe it's very achievable over a three-year period post-closing. It's important to recognize that Anywhere's business is much larger than Compass's business today, with significantly more employees and agents. As a result, we will approach the integration and the expense synergies in a very careful way to avoid interrupting service to our agents and to ensure our ability to effectively manage the combined public company post-closing. Finally, the third major benefit of the transaction is free cash flow generation and reducing leverage.
Historically, Anywhere's free cash flow generation has been limited due to their high debt load and over $150 million of annualized interest expense. In contrast, excluding our Compass Concierge securitization facility, Compass currently has no debt and a modest level of CapEx, and therefore we're able to convert a higher percentage of our adjusted EBITDA to free cash flow. Please note that as of today, we have no amounts drawn on our revolver, as the $50 million outstanding as of June 30th has been subsequently paid in full. By joining the companies together, Compass's higher free cash flow generation, along with the added benefit of the expense synergies we expect to achieve, will generate meaningful cash flow to the combined company over time, which will be especially amplified if we begin to see the market recover as mortgage rates move lower.
This enhanced cash flow will be directed to delevering the balance sheet. As I mentioned earlier, following the transaction, the combined company will have debt of approximately $2.6 billion net of cash. To be very clear, Compass has historically operated with a view towards minimal to no debt and a conservative balance sheet, especially in light of the cyclicality of the real estate business. That mindset will not change when we close this transaction, and delevering the balance sheet will be our primary focus along with integration. As shown on page 13 of the investor deck we added to our website today, we included leverage ratios along with related assumptions used on page 13 and 15. Based on these assumptions, on a standalone basis at June 30th, Anywhere's leverage ratio is about 7.3 times estimated 2025 EBITDA.
However, on a combined basis with Compass, the leverage ratio decreases to about 4.4 times, and considering the fully realized $225 million synergy goal, the leverage ratio reduces to 3.2 times. By the end of 2028, our goal is to achieve a leverage ratio of about 1.5 times. This is an aggressive goal, but we believe it's achievable based on the estimated EBITDA and free cash flow of the combined businesses. When mortgage rates began to increase in early 2022, we saw Compass change our focus to operating expense reductions, and over time, we brought operating expenses down by an annualized rate of $600 million. In a similar change of focus on a go-forward basis, we will be acutely focused on debt reduction.
Between the strategic and financial benefits, we believe this transaction is transformational for Compass and Anywhere and will create significant value for our shareholders, real estate professionals, home sellers, and home buyers. I look forward to getting through the closing of this transaction and welcoming Anywhere's employee base to the Compass organization. With that, thank you again for joining us on such short notice, and have a wonderful day.
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