Anywhere Real Estate (HOUS) - TPG Angelo Gordon 13D/A Activity & Compass Merger Analysis

Based on my comprehensive research, I have gathered detailed information about institutional investor activity in Anywhere Real Estate Inc. and can provide an analysis of the shareholder structure and its potential implications.

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The most significant institutional investor in Anywhere Real Estate Inc. is

, which has filed multiple amendments to its Schedule 13D. As of the latest Amendment No. 7 (filed with a triggering event date of September 22, 2025), the investor group holds [0]:

Metric	Value
Aggregate Shares Owned	9,692,993 shares
Ownership Percentage	8.7% of total outstanding shares
Voting/Dispositive Power	Shared (no sole power)
Reporting Persons	TPG GP A, LLC, Angelo Gordon & Co., L.P., AG GP LLC, James G. Coulter, Jon Winkelried

Beyond direct stock ownership, TPG Angelo Gordon has significant economic exposure through [0]:

1. Debt Instruments:
   • $137.15 million of 7.000% Second Lien Senior Secured Notes due 2030
   • $18.80 million of 5.75% Senior Notes due 2029
   • $21.59 million of 0.25% Exchangeable Senior Notes due 2026

2. Derivatives:
   • Cash-settled equity swaps representing economic exposure to 8,136,546 shares (~7.3% of outstanding shares) with counterparty Nomura Global Financial Products Inc.

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According to recent 13F filings and institutional holder data, the shareholder structure includes [0]:

Holder	Shares	Ownership %	Value
Vanguard Group Inc.	9.81M	8.75%	$173.0M
BlackRock Inc.	9.76M	8.70%	$172.2M
Angelo, Gordon & Co., L.P.	9.69M	8.64%	$171.0M
Dimensional Fund Advisors LP	5.93M	5.29%	$104.6M
Nomura Holdings Inc.	5.59M	4.98%	$98.5M
Other Major Holders	~15.0M	~13.4%	~$265.0M

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A formal Cooperation Agreement was established between Anywhere Real Estate and the TPG Angelo Gordon investor group, indicating constructive engagement between management and institutional investors. This suggests [0]:

• Alignment on strategic direction
• Potential board representation or governance input
• Support for operational improvements

The most significant development is the

, which has profound implications [0][1]:

Aspect	Detail
Transaction Type	All-stock combination
Exchange Ratio	1.436 Compass shares per Anywhere share
Implied Value	$13.01 per Anywhere share
Post-Merger Ownership	Compass shareholders: 78%, Anywhere shareholders: 22%
Expected Closing	H2 2026 (subject to approvals)

The investor group has entered into a committing to vote in favor of the merger, which is critical given their 8.7% ownership stake [0][1].

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Metric	Value
Current Price	$17.64
52-Week Range	$2.85 - $18.65
Market Cap	$1.98 billion
YTD Performance	+26.36%
1-Year Performance	+534.53%

Rating	Count	Percentage
Buy	7	43.8%
Hold	9	56.2%
Sell	0	0%

Consensus at $15.00 (currently trading ~17.6% above consensus), with a range of $11.00-$19.00 [0].

1. Merger Arbitrage Opportunity:
   The current stock price ($17.64) significantly exceeds the merger consideration ($13.01), suggesting the market may be pricing in:
   • Potential for a higher offer
   • Regulatory challenges to the merger
   • Termination fee considerations

2. Activist Influence:
   TPG Angelo Gordon’s significant economic exposure (stock + derivatives ~16% total) provides strong incentives to:
   • Support value-accretive transactions
   • Monitor management performance
   • Potentially influence strategic alternatives

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The institutional ownership concentration reveals several important dynamics:

• Top 3 Holders:
  ~26% ownership (Vanguard, BlackRock, Angelo Gordon)
• Top 5 Holders:
  ~32% ownership
• Implication:
  Significant voting power concentrated among large institutions

Investor Type	Ownership Style
TPG Angelo Gordon	Active/Activist (13D filer with cooperation agreement)
Vanguard/BlackRock	Passive (likely 13G filers, portfolio diversification)
Dimensional/Nomura	Mixed (active management with strategic stakes)

• The merger approval requires majority shareholder support
• TPG Angelo Gordon’s voting agreement provides certainty for ~8.7% of votes
• Additional institutional support will be crucial for transaction completion

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The Schedule 13D/A disclosures reveal that

in Anywhere Real Estate Inc., with 8.7% direct ownership and additional economic exposure through derivatives and debt instruments. The February 2024 Cooperation Agreement and September 2025 Voting Support Agreement demonstrate an engaged, constructive relationship between the investor and company management.

1. Institutional Validation:
   The presence of major institutional holders (Vanguard, BlackRock, Angelo Gordon) provides credibility and typically stabilizes shareholder base

2. Merger Uncertainty:
   While the Compass merger represents a strategic exit opportunity, the current stock price premium to the merger consideration suggests market skepticism

3. Activist Influence:
   TPG Angelo Gordon’s significant economic stake and formal agreements position them as a key stakeholder in corporate governance decisions

4. Concentration Risk:
   The relatively concentrated ownership among top holders means institutional voting behavior will significantly impact shareholder meeting outcomes

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[0] SEC EDGAR - Schedule 13D/A Amendment No. 7 for Anywhere Real Estate Inc. (https://www.sec.gov/Archives/edgar/data/1398987/000206340725000060/xslSCHEDULE_13D_X01/primary_doc.xml)

[1] Compass Inc. - Press Release: “Compass Announces Combination with Anywhere Real Estate” (https://investors.compass.com/news/news-details/2025/Compass-Announces-Combination-with-Anywhere-Real-Estate-in-All-Stock-Transaction/default.aspx)

[2] WhaleWisdom - Angelo Gordon Top 13F Holdings (https://whalewisdom.com/filer/angelo-gordon-co-lp-ny)

[3] Yahoo Finance - Anywhere Real Estate Inc. Major Holders (https://finance.yahoo.com/quote/HOUS/holders/)