Compass, Inc. Files 8-K: Material Agreement & Equity Sales

Ticker: COMP · Form: 8-K · Filed: Dec 2, 2024 · CIK: 1563190

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

Compass filed an 8-K for a material agreement and equity sales on Nov 25th.

AI Summary

Compass, Inc. filed an 8-K on December 2, 2024, reporting on events that occurred on November 25, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. Specific details regarding the agreement and sales are not provided in this excerpt.

Why It Matters

This filing signals significant corporate activity for Compass, Inc., potentially impacting its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Compass, Inc. on November 25, 2024?

The provided excerpt does not specify the details of the material definitive agreement.

What type of equity securities were sold by Compass, Inc. on an unregistered basis?

The filing excerpt does not provide information on the specific type of equity securities sold.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

Regulation FD disclosures are made to prevent selective disclosure of material nonpublic information.

When was Compass, Inc. formerly known as Urban Compass, Inc. and when did the name change occur?

The company was formerly known as Urban Compass, Inc., with a date of name change on November 28, 2012.

What are the principal executive offices of Compass, Inc. and what is their address?

The principal executive offices are located at 110 Fifth Avenue, 4th Floor, New York, New York, 10011.

Filing Stats: 2,459 words · 10 min read · ~8 pages · Grade level 14.6 · Accepted 2024-12-02 16:05:32

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement Effective on November 25, 2024, Compass, Inc. ("Compass" or the "Company"), Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, known as @properties Christie's International Real Estate ("Christie's International Real Estate"), At World Properties Principals Blocker, Inc. ("Principals Blocker"), At World Properties IX Blocker, Inc. ("IX Blocker"), IX Blocker Merger Sub, Inc., Principals Blocker Merger Sub, Inc., and Quad-C LLC, as seller representative, entered into an agreement and plan of merger (the "Merger Agreement"). The board of directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby (the "Transactions"). Merger Structure Pursuant to the Merger Agreement, at the closing of the Transactions (the "Closing"), the Company will acquire all of the issued and outstanding equity securities of each of Principals Blocker, IX Blocker and Christie's International Real Estate and each of Principals Blocker, IX Blocker and Christie's International Real Estate will become a wholly-owned subsidiary of the Company. Merger Consideration The aggregate consideration ("Total Consideration") payable pursuant to the Merger Agreement will consist of (i) $150 million (the "Cash Consideration") payable in cash at the Closing, subject to certain customary purchase price adjustments and (ii) 44,136,191 shares of the Company's Class A common stock (the "Share Consideration") to be issued as soon as reasonably practicable after the one year anniversary of the Closing. The Share Consideration is subject to further adjustment if the value of the Share Consideration on the 366 th day following the Closing, determined using the price per share equal to the volume-weighted average price of the Company's Class A common stock for the 10-trading day period ending on the 366 th day following the Closing (the "Post-Closing Share Pric

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 with respect to shares of the Company's Class A common stock that will be issued in connection with the Transactions. The shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, (the "Securities Act") pursuant to Section 4(a)(2) of the Securities Act as a sale by the Company not involving any public offering . The Company's reliance upon Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the shares will be an isolated private transaction by the Company that will not involve a public offering, (b) there was a limited number of recipients and (c) representations from the recipients to support such exemption, including with respect to their status as an "accredited investor" (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 2, 2024, the Company issued a press release announcing the signing of the Merger Agreement and an investor presentation related to the Transactions. The press release and corporate presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The Company also announced that it will host a conference call to discuss the Transactions at 5:00 p.m. ET on December 2, 2024. A live webcast of the call will be available on the Company's Investor Relations website at https://investors.compass.com. A replay of the webcast will be available after its completion for 90 days following the call. The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Statements Regarding Forward Looking Statements This Current Report on Form 8-K includes forward-looking statements, which are statements other than statements of historical facts, and statements in the future tense. These statements include, but are not limited to, statements regarding the proposed transaction, expected timeline, our expected future performance, including expected financial results, and our expectations for operational achievements and synergies after the closing of the proposed transaction. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date of this Current Report on Form 8-K, and are subject to risks and uncertainties, including but not limited to: our ability to consummate the proposed transaction on the expected timeline or at all (including due

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Title or Description 2.1* Agreement and Plan of Merger, dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, At World Properties Principals Blocker, Inc., At World Properties IX Blocker, Inc., IX Blocker Merger Sub, Inc., Principals Blocker Merger Sub, Inc. and Quad-C LLC. 10.1 Form of Shareholder Rights Agreement, by and among, the Company and the stockholders party thereto. 99.1 Press Release, dated December 2, 2024, issued by the Company announcing the signing of the Merger Agreement. 99.2 Company's Investor Presentation, dated December 2, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC"). The Company agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMPASS, INC. Date: December 2, 2024 By: /s/ Kalani Reelitz Kalani Reelitz Chief Financial Officer

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