EverBank and WaFd agree to $3.9 billion reverse merger, combined company to list on Nasdaq as EVBK
A $3.9 billion definitive merger agreement announced Monday will fold EverBank Financial Corp into WaFd, Inc., creating a combined holding company that rebrands as EverBank Financial Corp and lists on Nasdaq as EVBK.…
Key takeaways
- EverBank Financial Corp and WaFd, Inc. announced a $3.9 billion definitive reverse merger on Monday, forming a combined holding company that rebrands as EverBank Financial Corp and lists on Nasdaq as EVBK.
- WaFd is the legal survivor at the holding company level while EverBank holds the accounting-acquirer designation, and at the bank level WaFd Bank merges into EverBank, N.A.
- When the deal closes, EverBank investors are expected to hold roughly 59.2% of the combined entity and WaFd's existing public shareholders would take the remaining 40.8%.
- EverBank CEO Greg Seibly will lead the combined institution, WaFd CEO Brent Beardall becomes president, and the transaction is expected to close in early 2027 pending regulatory approval and a WaFd shareholder vote.
- The combined institution will operate more than 250 financial centers and projects a return on tangible common equity of approximately 15% after full cost synergies.
A $3.9 billion definitive merger agreement announced Monday will fold EverBank Financial Corp into WaFd, Inc., creating a combined holding company that rebrands as EverBank Financial Corp and lists on Nasdaq as EVBK. WaFd is the legal survivor at the holding company level while EverBank carries the accounting-acquirer designation. Regulatory approval and a WaFd shareholder vote stand between the announcement and an expected early-2027 close.
The ownership split frames the setup from day one. When the transaction closes, EverBank investors, including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street, and Bayview Asset Management, along with TIAA, are expected to hold roughly 59.2% of the combined entity. WaFd's existing public shareholders would take the remaining 40.8%.
Deal terms and projections
The companies project a return on tangible common equity of approximately 15% after full cost synergies are realized. For WaFd shareholders, the deal is forecast to grow 2027 earnings per share by around 29%, with tangible book value dilution recovered within two years, the companies said. The transaction is structured as tax-free for common shareholders of both companies.
The combined institution
EverBank operates as a Jacksonville, Florida-based direct consumer online bank. WaFd, based in Seattle, brings core deposits, commercial real estate lending depth, and a California branch presence. At the bank level, WaFd Bank merges into EverBank, N.A., with EverBank continuing as the federally chartered bank. The combined institution will operate more than 250 financial centers, the companies said.
Greg Seibly, EverBank's chief executive, will lead the combined institution. Brent Beardall, WaFd's chief executive and vice chairman, moves to president. The combined holding company board will have 13 members: seven from legacy EverBank and six from legacy WaFd. Robert Radway, EverBank's current chairman, will chair the board.
J.P. Morgan and Piper Sandler are advising EverBank. Keefe, Bruyette & Woods, a Stifel company, is advising WaFd. Watch for the WaFd shareholder vote, which alongside regulatory clearance is the condition for an early-2027 close.
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Filed via finance.yahoo.com