WaFd, Inc. to Acquire EverBank Financial Corp in $3.9 Billion Reverse Merger

WaFd, Inc. has entered into a definitive merger agreement with EverBank Financial Corp, a Delaware corporation, under which EverBank will merge with and into WaFd. Upon completion, WaFd will continue as the surviving corporation and will change its name to EverBank Financial Corp. Its banking subsidiary, WaFd Bank, will merge with EverBank’s subsidiary, EverBank, N.A., with EverBank, N.A. continuing as the surviving bank.

Under the agreement, each share of EverBank’s Class A and Class B common stock will be converted into shares of WaFd common stock at a fixed exchange ratio. This ratio ensures that former EverBank shareholders will hold approximately 59.175% of the combined company on a fully diluted basis, while WaFd shareholders will retain approximately 40.825%. WaFd estimates that approximately 107.7 million shares of common stock will be issued at closing.

The transaction is valued at approximately $3.9 billion and is expected to be completed in early 2027. It is projected to result in a return on tangible common equity of approximately 15% for the combined entity. For WaFd shareholders, the merger is anticipated to provide approximately 29% earnings per share accretion in 2027, with an earn-back period for tangible book value dilution of under two years.

EverBank’s shareholders, including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street, Bayview Asset Management, and TIAA, will collectively own approximately 59.2% of the pro forma company. WaFd shareholders will own the remaining approximately 40.8%.

The merger is subject to customary closing conditions, including approval by WaFd shareholders and regulatory approvals from the Federal Reserve and the Office of the Comptroller of the Currency. The agreement includes a termination fee of approximately $101.1 million payable by WaFd if the deal is terminated under specified circumstances.

Following the merger, Greg Seibly, EverBank’s CEO, will serve as CEO of the combined company, and Brent Beardall, WaFd’s CEO, will serve as president. Robert Radway, EverBank’s current chairman, will serve as chairman of the combined board. The board will consist of 13 members, with seven representing legacy EverBank and six representing legacy WaFd.