WaFd and EverBank Financial Corp have entered into a definitive agreement for a $3.9 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.
Immediately after the holding company merger, WaFd Bank will merge into EverBank, N.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.
WaFd has used its branch network and community banking relationships across the western U.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.
EverBank’s presence also adds greater scale in California, where it operates 28 financial centers, complementing WaFd’s existing western U.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.
After the transaction, existing EverBank investors will collectively own approximately 59.2% of the combined company, while existing WaFd shareholders will own approximately 40.8%.
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.
J.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. By joining together, we’ll leverage our existing scalable consumer and commercial banking platforms to deliver high-value products and services to clients across the country in the ways that best meet their unique needs and goals. All of us at EverBank are looking forward to partnering with the WaFd Bank team to accomplish even greater things for our clients, employees and communities in the years ahead.”
Greg Seibly, Chief Executive Officer of EverBank Financial Corp
“It is a privilege every day to work side by side with the WaFd team of bankers. This opportunity to partner with EverBank is an elegant fit, and it allows us to carry forward the ethos of WaFd and deliver improved returns for our shareholders. Both banks bring exceptional credit quality and strong capital to the partnership. We complement one another in several key strategic priorities. First, our core deposits supplement EverBank’s direct consumer online bank. Second, our extensive commercial real estate lending expertise will enrich their robust commercial and industrial lending channels. Third, EverBank’s 28 financial centers in California add needed scale to the market to better serve our clients. Collectively, I have no doubt that we are stronger together. I’m honored to work with Greg and our team to challenge the status quo for the banking industry.”
Brent Beardall, CEO and Vice Chairman of WaFd
