M&A - Compass, Inc.

Form Type: DEF 14A

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000156319025000082

Filing Summary: Compass, Inc. is inviting stockholders to the 2025 annual meeting scheduled for May 22, 2025. The company reported a successful 2024, achieving significant milestones including being named the top residential real estate brokerage by sales volume for the fourth consecutive year. The company produced its first full-year of positive Adjusted EBITDA and Free Cash Flow. In 2024, Compass announced the acquisition of Christie’s International Real Estate, expanding its business line into affiliate brokerage and enhancing its capabilities through strategic partnerships. The company aims to maintain operational efficiency while continuing to grow its agent network and technology platform, looking forward to further growth and positive cash flow in 2025. The proxy statement details proposals including the election of three directors, the ratification of an accounting firm, and an advisory vote on executive compensation. The company emphasizes the importance of shareholder participation in decision-making and encourages voting attendance and early voting through various methods.

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Form Type: 8-K/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000156319025000071

Filing Summary: On January 13, 2025, Compass, Inc. closed its merger transaction as outlined in the Merger Agreement with At World Properties Holdings, LLC and its subsidiaries. Compass acquired all outstanding equity securities of Principals Blocker, IX Blocker, and Christie’s International Real Estate, making them wholly-owned subsidiaries. This filing amends the original report filed on January 13, 2025, to include the historical financial statements of the acquired businesses and unaudited pro forma financial information. The document details the audited and unaudited financial statements, and pro forma financial data as exhibits. The merger strengthens Compass's portfolio by integrating these entities into its operations.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000156319025000013

Filing Summary: On January 13, 2025, Compass, Inc. closed its merger with At World Properties Holdings, LLC, along with affiliated companies. The merger was based on an agreement dated November 25, 2024. The total consideration included $150 million in cash and 44,136,191 shares of Class A common stock, subject to adjustments based on post-closing stock price evaluations over the following year. The cash was deposited into an escrow account as part of the merger process. The company plans to fund this transaction primarily through available cash and a revolving credit facility, consistent with prior disclosures. Financial statements and pro forma information related to this transaction will be filed subsequently, as required under SEC regulations.

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