EverBank Financial, the parent company of EverBank, and WaFd, the parent company of WaFd Bank, entered into a definitive merger agreement providing for a strategic combination of EverBank Financial and WaFd.
Under the terms of the agreement, EverBank Financial will merge with and into WaFd, with WaFd continuing as the resulting financial holding company. Existing shareholders of EverBank Financial will receive common stock in WaFd in exchange for their EverBank Financial shares. Upon completion of the merger, WaFd will remain a publicly traded company and change its name to EverBank Financial and trade on the Nasdaq Stock Exchange under the new ticker symbol EVBK. EverBank Financial will be designated as the accounting acquirer. Immediately following the holding company merger, WaFd Bank, a federally insured Washington state chartered commercial bank, will merge with and into EverBank, a national banking association, with EverBank continuing as the bank chartered by the Office of the Comptroller of the Currency.
The transaction is expected to result in significantly improved profitability for the combined pro-forma company, with a return on tangible common equity of approximately 15% after full realization of expected cost synergies. For WaFd shareholders, the expected 2027 EPS accretion is approximately 29%, with an earn-back period for tangible book value dilution of under two years. As a result, the transaction is expected to provide a catalyst for enhanced value creation for both companies’ shareholders over the next few years.
“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,” Greg Seibly, CEO of EverBank Financial, said. “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.”
Brent Beardall, vice chairman and CEO of WaFd, added, “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.”
After the transaction is completed, the bank will be led by an experienced combined management team, with a strong track record of leading regional banks and executing successful acquisitions and integrations. Seibly will serve as CEO and Beardall will be president.
The board of directors of each of the combined bank and resulting holding company will each have 13 members, with seven seats representing legacy EverBank and six representing legacy WaFd Bank, including Seibly and Beardall. Robert Radway, who currently serves as EverBank Financial’s chairman, will serve as chairman of the combined bank and resulting holding company.
EverBank and WaFd Bank have complementary businesses, and the combination of the two banks will bring together aligned consumer and commercial capabilities and strategies.
The merger will enhance the bank’s funding stability through a diversified deposit base that combines WaFd Bank’s commercial clients with EverBank’s retail clients, supported by multiple deposit-gathering channels, including an expanded network of more than 250 financial centers, and a limited reliance on wholesale funding.
The combined bank will also accelerate WaFd Bank’s wealth management platform by leveraging EverBank’s affluent client base to scale Registered Investment Advisor offerings and expanding valuable fee-income streams for the bank.
Upon completion of the transaction, the EverBank Financial investors, which include funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA, will collectively own approximately 59.2% of the pro forma combined company, with WaFd, shareholders owning approximately 40.8%.
The transaction, which is expected to be completed in early 2027 and be tax-free for both EverBank Financial and WaFd common shareholders, is subject to regulatory approval and WaFd’s shareholders’ approval, and other customary closing conditions.
J.P. Morgan and Piper Sandler Companies are serving as financial advisors to EverBank Financial, with Wachtell, Lipton, Rosen & Katz as legal advisor. Keefe, Bruyette & Woods, a Stifel company, is serving as financial advisor to WaFd, with Simpson Thacher & Bartlett serving as legal advisor.
