Executives at The Real Brokerage outlined plans to acquire RE/MAX NYSE: RMAX in a deal they described as a “transformational combination” that would pair RE/MAX’s global franchise network with Real’s technology-driven, cloud-based brokerage model.
On the call, Real Chairman and CEO Tamir Poleg said the companies have entered into a definitive agreement that would create the “Real RE/MAX Group,” which he characterized as a “leading technology-enabled global real estate platform.”
Deal terms and expected closing timeline
Poleg said Real is acquiring RE/MAX for an enterprise value of $880 million. On a pro forma 2025 basis, he said the combined company would have approximately $2.3 billion in revenue and $157 million in adjusted EBITDA.
According to Poleg, RE/MAX shareholders will be able to elect one of two forms of consideration:
- Stock election: 5.15 shares of the Real RE/MAX Group for each RE/MAX share
- Cash election: $13.80 per share in cash, subject to proration, with aggregate cash proceeds “no less than $60 million and no greater than $80 million”
He added that existing Real shareholders would receive one share of the new Real RE/MAX Group for each Real share owned.
The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals from both companies, as well as approval of the British Columbia Court, which Poleg described as Real’s current home jurisdiction. He also said some of the largest shareholders of both companies had already agreed to vote in favor of the transaction.
Poleg emphasized that “the RE/MAX brand is not changing,” and said Real plans to operate RE/MAX and Real as distinct businesses on a shared platform.
Strategic rationale: complementary models and technology rollout
Poleg said the deal brings together two business models that “do not compete, they complement.” He described Real as a “modern AI-enabled asset-light brokerage” with proprietary technology and an agent community, while describing RE/MAX as a capital-light franchisor with a global network, brand equity, and recurring revenue from franchise fees and dues.
He said the combined company would offer both “cloud-based brokerage and global franchise office network,” with agents in each model continuing to operate under their preferred structure. “We are not asking agents to change what works for them. We are adding to it,” Poleg said.
As part of the integration, Poleg highlighted Real’s proprietary platform, reZEN, which he said is currently used by 100% of Real agents—“over 33,000 agents in 50 states and five Canadian provinces.” He argued that reZEN’s automation and AI-driven workflows can streamline transaction management and back-office operations for franchisees.
Poleg also said Real plans to roll out HeyLeo, which he called an “AI-powered home search portal and AI relationship management platform,” to RE/MAX franchisees over time. He pointed to ancillary services including One Real Title, One Real Mortgage, Motto Mortgage, and wemlo as part of a broader push to integrate services and improve the consumer experience.
Financial profile, financing plan, and synergy targets
Real CFO Ravi Jani said the company expects the transaction to be accretive to Real’s earnings and adjusted EBITDA margin in the first full fiscal year after closing, excluding merger and integration-related expenses.
Jani said Real has received a $550 million financing commitment arranged by Morgan Stanley and Apollo Global Funding. He said the proceeds are expected to be used to refinance RE/MAX’s existing term loan and to fund the cash portion of the transaction and related costs.
On capital allocation, Jani said Real’s first priority post-close will be de-leveraging, with a target of reaching a 2x net debt to adjusted EBITDA leverage ratio by the end of the second fiscal year after closing. He also said the company intends to continue investing in technology and growth and may pursue share repurchases to offset dilution, subject to leverage and covenant capacity.
Jani said the companies expect to realize approximately $30 million of annual run-rate cost synergies, with the majority expected within calendar year 2027. He said the main synergy categories include shared services consolidation, corporate and public company costs, and technology and vendor efficiencies, translating to about 100 basis points of consolidated margin expansion at run rate.
Poleg also contrasted the revenue mix of the two companies, saying Real is predominantly transaction-based while RE/MAX generates “nearly 2/3 of its revenue from recurring franchise fees and annual dues at high margins.” He said the combination would lift blended EBITDA margins from about 3% to about 7% on a pro forma basis, before synergies.
Integration approach and Q&A highlights
Poleg said Real’s COO, Jenna Rozenblat, has been appointed Chief Integration Officer and will lead a joint integration team. He said the pro forma leadership team would draw from both companies, particularly noting the importance of RE/MAX’s franchise experience.
During the Q&A, Poleg told Zelman analyst Ryan McKeveny that “nothing changes” day-to-day for agents and franchisees in terms of branding and operating model, while the combined company plans to “offer the Real technology to all of the RE/MAX agents and franchisees” to strengthen their value proposition.
Asked by William Blair’s Matt Filek about integration risks and onboarding RE/MAX agents to Real’s tech stack, Poleg said Real’s priority is stability and ensuring agents understand the company is “coming to provide additional value versus taking anything away.” He added that use of Real’s technology by franchisees would not be mandatory, but those who elect to adopt it could integrate “pretty much on day one,” with communication beginning prior to closing.
Jones Trading analyst Matthew Erdner asked about RE/MAX’s non-controlling interest. Jani said it will be converted into RE/MAX shareholders and ultimately merged into the new company, adding that the combined company will not show a non-controlling interest line item.
B. Riley’s Naved Khan asked about RE/MAX franchisee retention and whether Real could serve as a retention mechanism, as well as the potential for tuck-in acquisitions. Jani said RE/MAX has had “incredibly strong retention rates” and that the company was encouraged by renewal trends and visibility into renewal schedules. On M&A, he said de-leveraging would be the first priority, but the company expects to reduce leverage “quite rapidly” while maintaining flexibility to return capital and explore tuck-in deals. Poleg added that Real intends to implement measures to ensure it does not take agents from RE/MAX franchisees, emphasizing a focus on protecting and growing franchisee businesses.
D.A. Davidson’s Tom White asked about change-in-control provisions in franchise agreements. Jani said there are no “change of control outs or anything” in the franchise agreements.
About RE/MAX NYSE: RMAX
RE/MAX Holdings, Inc NYSE: RMAX is a global franchisor of real estate brokerage services, offering residential and commercial property transaction support through a network of independently owned and operated offices. The company provides marketing, training, technology platforms and brand recognition for its affiliated agents, facilitating property buying, selling and leasing activities. In addition to core brokerage services, RE/MAX offers ancillary solutions such as mortgage referral, title and escrow coordination, relocation assistance and luxury market specialization.
Established in 1973 by David and Gail Liniger in Denver, Colorado, RE/MAX pioneered a high-commission, agent-driven model designed to attract experienced real estate professionals.
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