JWCA advises Compass on its debut $1.0 Billion convertible and capped call transaction

January 2026 | read press release

Transaction Background

Compass, Inc. (“COMP” or the “Company”) executed an upsized $1.0bn convertible debt at very attractive terms to help fund its merger with Anywhere Real Estate

Compass’ objectives included:

  • Raise low cost capital to repay certain indebtedness of Anywhere that could not be assumed upon merger completion

  • Avoid drawing down on bridge financing and incurring additional fees

  • Minimize market and execution risk

JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring

  • Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company

  • Advice on pricing on the day of execution

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

Compass’ convertible transaction was very well received by investors:

  • The transaction was multiple times oversubscribed, leading to the issue being upsized by $100mm (~13% of original $750mm base deal)

  • The 0.25% coupon represented lower than the issuer-friendly end of the marketed coupon range. The 35.0% conversion premium represented the high end of the marketed conversion premium range

  • COMP stock price traded up 9.3% during the day of marketing. This compares to a typical stock price reaction on average down 5%+. This performance is the best real-estate and tech stock impact in 2 years

  • Capped call documentation and auction process produced meaningful savings for Compass, driving economics in the Company's favor