SCHEDULE: TPG, Angelo Gordon Exit Anywhere Real Estate Stake Post-Merger

TPG and Angelo Gordon entities have ceased beneficial ownership of Anywhere Real Estate Inc. common stock following a merger on January 9, 2026.

Summary

• Reporting Persons, including TPG GP A, LLC, Angelo Gordon & Co., L.P., AG GP LLC, James G. Coulter, and Jon Winkelried, no longer beneficially own any shares of Anywhere Real Estate Inc. Common Stock.
• This change in beneficial ownership occurred as a result of the closing of a merger on January 9, 2026.
• Pursuant to the Merger Agreement, each share of Common Stock held by the Accounts (managed by Angelo Gordon) was converted into the right to receive 1.436 fully paid and nonassessable shares of Class A common stock of the Parent company.
• As of the merger closing, the Noteholder held $109,607,000 in aggregate principal amount of 7.000% Second Lien Senior Secured Notes due 2030.
• The Accounts also held $210,000 aggregate principal amount of the Issuer's 0.25% Exchangeable Senior Notes due 2026 at the time of the merger closing.

Sentiment

Score: 5

Explanation: Neutral. This is a factual, procedural filing reporting a change in beneficial ownership due to a completed merger. It does not contain information that inherently indicates positive or negative sentiment for the issuer or the reporting persons, beyond the fact that the transaction occurred.

Positives

• For the reporting persons, the conversion of their Anywhere Real Estate Inc. shares into Class A common stock of the Parent company represents a completed strategic exit from their direct equity position in the issuer.

Future Outlook

This filing reports a completed transaction and does not provide any forward-looking statements or guidance regarding the future operations or financial performance of Anywhere Real Estate Inc. or the Parent company.

Industry Context

This filing reflects a significant ownership change for Anywhere Real Estate Inc. due to a merger, indicating a consolidation or strategic shift within the real estate brokerage or related services industry. The exit of major investment firms like TPG and Angelo Gordon from a direct equity stake, converting into shares of a 'Parent' company, suggests a larger corporate transaction has taken place, potentially impacting the competitive landscape or ownership structure of key players in the real estate sector.

Comparison to Industry Standards

• This filing is a procedural update on beneficial ownership following a merger, rather than a performance report. Therefore, direct comparisons to industry-standard financial metrics or project results are not applicable.
• The conversion ratio of 1.436 shares of Class A common stock of Parent per share of Anywhere Real Estate Inc. Common Stock is specific to this transaction and cannot be benchmarked against general industry standards without knowing the specifics of the Parent company and the merger terms.

Stakeholder Impact

• Shareholders of Anywhere Real Estate Inc. (pre-merger): Their shares were converted into shares of the Parent company, indicating a change in their investment vehicle and potentially the strategic direction of their investment.
• Shareholders of the Parent company: The merger increases the outstanding shares of the Parent company and integrates Anywhere Real Estate Inc. into its operations.
• Creditors (Noteholders): The filing notes the continued holding of significant debt ($109.6 million in Second Lien Senior Secured Notes and $0.21 million in Exchangeable Senior Notes) by the Noteholder/Accounts, which would now be obligations under the new corporate structure post-merger.

Key Dates

Keywords

Anywhere Real Estate Inc., TPG, Angelo Gordon, Schedule 13D/A, Merger, Beneficial Ownership, Common Stock, Real Estate, Investment Exit, Senior Secured Notes, Exchangeable Senior Notes