EverBank Financial Corp., the parent company of EverBank N.A., and WaFd, Inc., the parent company of WaFd Bank, on Sept. 7 announced that they have entered into a definitive $3.9-billion reverse merger agreement that would combine the two financial companies.
“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,” said Greg Seibly, EverBank Financial Corp’s CEO. “The combination of EverBank and WaFd Bank will open many new opportunities for nationwide growth and financial performance.”
“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,” said Brent Beardall, WaFd Inc. CEO and vice chairman. “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.”
Under the agreement, EverBank Financial Corp. would merge into WaFd Inc., which would remain the surviving financial holding company. EverBank shareholders would receive shares of WaFd Inc. in exchange for their EverBank shares.
Following the merger, WaFd Inc. would change its name to EverBank Financial Corp. and continue trading on the Nasdaq Stock Exchange under the ticker symbol EVBK. EverBank Financial Corp. would be the accounting acquirer.
In a separate step, WaFd Bank, a federally insured Washington State-chartered commercial bank, would merge into EverBank N.A. EverBank would remain the surviving bank and continue operating under its national bank charter from the Office of the Comptroller of the Currency.
The executives said the combined company is expected to achieve a return on tangible common equity of about 15 percent after fully realizing anticipated cost synergies.
They project that the transaction would increase WaFd shareholders’ 2027 earnings per share by approximately 29 percent, with tangible book value dilution expected to be recovered in less than two years.
“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,” said Seibly. “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.”
Beardall added that the companies’ businesses and strategies complement one another. “Both banks bring exceptional credit quality and strong capital to the partnership. We complement one another in several key strategic priorities,” he said.
First, WaFd’s core deposits supplement EverBank’s direct consumer online bank, said Beardall.
Second, WaFd’s commercial real estate lending expertise will enrich EverBank’s commercial and industrial lending channels, he said, and finally, EverBank’s 28 financial centers in California add needed scale to the market to better serve WaFd’s clients.
The companies said the merger would combine EverBank’s consumer and commercial banking operations with WaFd’s commercial banking business and western U.S. branch network. Both banks have shifted in recent years toward commercial banking and away from residential and consumer lending.
The combined bank would have more than 250 financial centers and a diversified deposit base consisting of WaFd’s commercial clients and EverBank’s retail customers. The companies said the combination would reduce reliance on wholesale funding.
The transaction also is expected to expand WaFd’s wealth management business by using EverBank’s customer base to increase its Registered Investment Advisor offerings and fee income.
After the transaction closes, investors in EverBank Financial Corp — including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, as well as TIAA — would collectively own approximately 59.2 percent of the combined company. WaFd shareholders would own roughly 40.8 percent.
Seibly would become CEO of the combined bank, while Beardall would serve as president. The boards of the combined bank and holding company would each have 13 members. Robert Radway, currently chairman of EverBank Financial Corp., would become chairman of the combined bank and holding company.
The transaction is expected to close in early 2027.