Deal Structure and Terms
WaFd and EverBank Financial Corp have signed a definitive agreement for a $3.9 billion reverse merger. Under the terms, EverBank will merge into WaFd, with WaFd as the holding company, but EverBank will be treated as the accounting acquirer. Existing EverBank shareholders will exchange their shares for WaFd common stock, and after closing, they will own approximately 59.2% of the combined entity, while WaFd shareholders will hold about 40.8%.[S1]
The merged holding company will keep the WaFd stock listing but adopt the EverBank Financial Corp name and switch to the EVBK ticker on Nasdaq. After that, WaFd Bank will be folded into EverBank, N.A., which will remain the national bank under the Office of the Comptroller of the Currency's oversight. The deal is slated to wrap up in early 2027 and is structured to be tax-free for common stockholders of both firms.[S1]
Strategic Rationale and Leadership
This merger is designed to form a broader national banking operation, featuring an enlarged commercial lending arm, a more varied deposit base, and over 250 branches. The firms anticipate the union will markedly boost profitability and operational effectiveness, aiming for a return on tangible common equity near 15% once anticipated cost savings are fully achieved. For WaFd investors, the transaction is projected to add roughly 29% to earnings per share in 2027, with the dilution to tangible book value expected to be recovered in under two years.[S1]
Both institutions have shifted their focus toward commercial banking, scaling back on residential and consumer loans. EverBank is strong in commercial real estate bridge lending, life insurance premium financing, SBA loans, and fund finance, while WaFd contributes its branch system and community banking ties in the western U.S. The combined firm will also aim to expand wealth management, using EverBank's wealthy clientele to broaden WaFd's Registered Investment Advisor services.[S1]
Once the deal closes, Greg Seibly will take the role of Chief Executive Officer for the combined organization, with Brent Beardall as President. Robert Radway, who currently chairs EverBank Financial Corp, will become Chairman of both the merged bank and its holding company. Each entity's board will have 13 members, with seven coming from EverBank's side and six from WaFd's.[S1]
Advisors and Conditions
J.P. Morgan and Piper Sandler are advising EverBank on the financial side, with Wachtell, Lipton, Rosen & Katz providing legal counsel. Keefe, Bruyette & Woods, a Stifel company, is WaFd's financial advisor, and Simpson Thacher & Bartlett is handling its legal matters. The transaction's completion hinges on regulatory nods, WaFd shareholder approval, and standard closing conditions.[S1]
