EverBank Financial Corp

9 billion reverse merger , creating a larger nationwide banking organization with an expanded commercial banking platform, diversified deposits and more than 250 financial centers. Under the agreement, EverBank Financial Corp will merge with and into WaFd, Inc. , with WaFd continuing as the resulting financial holding company. Existing EverBank shareholders will receive WaFd common stock in exchange for their EverBank shares. Following completion, WaFd will remain publicly traded but will change its name to EverBank Financial Corp and trade on Nasdaq under the new ticker EVBK .

EverBank Financial Corp will be treated as the accounting acquirer in the transaction. A. , with EverBank continuing as the surviving national bank chartered by the Office of the Comptroller of the Currency. The companies expect the combination to significantly improve profitability and operating efficiency. The combined company is targeting a return on tangible common equity of approximately 15% after fully realizing expected cost synergies. For WaFd shareholders, the transaction is expected to generate approximately 29% EPS accretion in 2027 , with an expected tangible book value dilution earn-back period of less than two years .

The merger brings together two banks that have increasingly emphasized commercial banking while reducing their relative dependence on residential and consumer lending. EverBank has expanded its commercial lending and finance operations through businesses including commercial real estate bridge lending, life insurance premium finance, SBA lending and fund finance . S. to expand business banking, commercial lending, SBA lending and commercial real estate financing. The companies expect their funding models to be complementary. WaFd’s commercial deposit relationships will be combined with EverBank’s direct-to-consumer online banking platform and retail deposit base.

The resulting bank is expected to have an expanded network of more than 250 financial centers and limited reliance on wholesale funding. The combination is also expected to support growth in wealth management. EverBank’s affluent customer base will be used to help scale WaFd’s Registered Investment Advisor offerings , potentially increasing fee-based revenue for the combined organization. S. footprint. Following closing, Greg Seibly will serve as Chief Executive Officer of the combined company and Brent Beardall will serve as President . The boards of both the combined bank and resulting holding company will each consist of 13 directors , including seven representatives from legacy EverBank and six from legacy WaFd.

Seibly and Beardall will both serve on the boards. Robert Radway, currently Chairman of EverBank Financial Corp, will become Chairman of the combined bank and holding company . 8% . EverBank’s investor group includes funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA . The transaction is expected to close in early 2027 and is intended to be tax-free to common shareholders of both companies. Completion remains subject to regulatory approvals, approval by WaFd shareholders and customary closing conditions.

P. Morgan and Piper Sandler are serving as financial advisors to EverBank, with Wachtell, Lipton, Rosen & Katz serving as legal advisor. Keefe, Bruyette & Woods, a Stifel company, is serving as financial advisor to WaFd, while Simpson Thacher & Bartlett is serving as legal advisor. WaFd is headquartered in Seattle and operates more than 200 branches across nine western states . EverBank operates nationally through digital banking, phone banking and financial centers across California, Florida and New York. KEY QUOTES: “Since 2023, EverBank has been on a journey to transform itself into a high-performing bank sharply focused on enabling our consumer and business clients to make the most of their money.

We’re incredibly proud of what we’ve accomplished, all thanks to our dedicated associates. Today, we’re starting down an exciting new path with the merger of EverBank and WaFd Bank. Simply put, our two banks are stronger together. The combination of EverBank and WaFd Bank will open many new opportunities for nationwide growth and financial performance.