Proposed Compass, Anywhere Merger Clears Major Antitrust Hurdle

Compass and Anywhere are one step closer to successfully closing their planned merger. On Wednesday, Anywhere filed a document with the Securities and Exchange Commission announcing that the Hart-Scott-Rodino Antitrust Improvements (HSR) Act of 1976 waiting period for the proposed merger had expired at 11:59 p.m. last Friday.

The HSR Act is a federal law that was originally designed to strengthen antitrust enforcement, in part by giving the government advance notice of large mergers and acquisitions so they can be reviewed for competitive harm before they are completed. The act requires parties to notify both the Department of Justice (DOJ) and the Federal Trade Commission (FTC) about proposed mergers.

After filing their notice, the parties must observe a mandatory waiting period, which is typically 30 days on most proposed acquisitions. During this waiting period the government agencies review the proposed transaction for potential antitrust concerns. Once the waiting period expires, the companies are free to close the transaction and no further HSR-related approval is required in order for them to be able to close the transaction. 

For Compass and Anywhere, this means that the proposed acquisition now just requires the approval of shareholders at both companies. Both firms are holding special stockholder meetings Wednesday afternoon to vote on the approval of the merger. 

Lack of scrutiny by DOJ

The lack of scrutiny over the merger by the DOJ and FTC may come as a surprise to some after reports and estimates surfaced that in some major metros, the combined companies would have a market share well over 50%. Additionally, federal lawmakers, including Sens. Elizabeth Warren (D-Mass.) and Ron Wyden (D-Ore.), had urged both the DOJ and FTC to consider blocking the transaction over these concerns. However, at a national level, their combined transaction volume is below 20%. 

While this is an exciting step for Anywhere and Compass, this does not mean that the transaction is immune from future antitrust scrutiny from the DOJ and FTC. 

In addition to looming federal regulators, the transaction is also facing pushback from some shareholders. In mid-December shareholders at Anywhere filed three separate lawsuits against the firm alleging that Anywhere made insufficient financial disclosures to its stockholders about the proposed merger.

Despite this potential for future scrutiny, stock prices of both companies rose Wednesday morning after the announcement. This rally also comes just hours after Compass announced a proposed offering of $750 million convertible senior notes, which will be due in 2031 as part of a private offering. 

Compass, which announced the proposed acquisition in September of 2025, has previously stated that it expects the acquisition to close during the second half of 2026.