WaFd and EverBank Financial Corp have agreed to a USD 3.9 billion reverse merger to form a combined US banking company.
Under the terms of the deal, EverBank Financial Corp will merge with and into WaFd, the latter continuing as the resulting financial holding company. Existing EverBank Financial Corp shareholders will receive WaFd common stock in exchange for their shares. Once the transaction closes, WaFd will remain publicly traded, adopt the name EverBank Financial Corp, and trade on Nasdaq under the ticker symbol EVBK.
In addition, EverBank Financial Corp has been designated the accounting acquirer. Immediately following the holding company merger, WaFd Bank, a Washington state-chartered commercial bank, will merge into EverBank, a national banking association regulated by the Office of the Comptroller of the Currency.
Deal structure and expected returns
The combined company is expected to report a return on tangible common equity of approximately 15% once cost synergies are fully realised. For WaFd shareholders, projected earnings-per-share accretion for 2027 stands at approximately 29%, with tangible book value dilution expected to be earned back within two years. Following completion, EverBank Financial Corp investorsluding funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street, and Bayview Asset Management, together with TIAA, will hold approximately 59.2% of the combined company, with WaFd shareholders holding approximately 40.8%.
The resulting bank and holding company will each have a 13-member board, with seven seats representing legacy EverBank and six representing legacy WaFd Bank. EverBank Financial Corp's current chairman will chair the combined entity. At the same time, leadership of the combined bank will be shared between the two companies' current chief executives.
Strategic rationale and market positioning
The two banks have both been shifting toward commercial banking in recent years, reducing reliance on residential and consumer lending. EverBank has expanded into commercial real estate bridge lending, life insurance premium finance, SBA lending, and fund finance, while WaFd Bank has grown its business banking offering lending SBA and commercial real estate lending, through its branch network across the western US.
Combined, the two banks will operate more than 250 financial centers, with EverBank's 28 California locations adding geographic scale for WaFd. The deal is also expected to diversify the combined bank's deposit base, pairing WaFd Bank's commercial deposits with EverBank's retail and direct online banking clients, while limiting reliance on wholesale funding. The companies further expect to expand wealth management and Registered Investment Advisor offerings by applying EverBank's affluent client base to WaFd Bank's existing platform.
Timeline and approvals
The transaction is expected to complete in early 2027, subject to regulatory approval, WaFd shareholder approval, and other customary closing conditions. It is structured to be tax-free for common shareholders of both companies.
J.P. Morgan and Piper Sandler Companies are acting as financial advisors to EverBank Financial Corp, with Wachtell, Lipton, Rosen & Katz serving as legal advisors. Keefe, Bruyette & Woods, a Stifel company, is advising WaFd on financial matters, with Simpson Thacher & Bartlett, LLP as legal advisors.
