WaFd and EverBank Financial Corp announced a $3.9 billion all-stock reverse merger that will create a combined bank with more than 250 financial centers, with EverBank investors holding roughly 59 percent of the pro forma company.
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WaFd, EverBank $3.9B reverse merger creates 250-branch national bank
WaFd and EverBank Financial Corp agreed to a $3.9 billion reverse merger that will create a combined institution spanning more than 250 financial centers, targeting a 15 percent return on tangible common equity after full realization of expected cost savings.
"Our two banks are stronger together," said Greg Seibly, chief executive officer of EverBank Financial Corp, who will lead the combined company. "The combination of EverBank and WaFd Bank will open many new opportunities for nationwide growth and financial performance."
Under the all-stock agreement announced Monday, EverBank Financial Corp will merge into WaFd, with WaFd remaining the publicly traded holding company and renaming itself EverBank Financial Corp under Nasdaq ticker EVBK. EverBank will be the accounting acquirer. Immediately after the holding company merger, WaFd Bank will merge into EverBank, N.A., which continues as the national bank chartered by the Office of the Comptroller of the Currency.
EverBank's investor group — 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 percent of the pro forma company. WaFd shareholders will hold about 40.8 percent.
For WaFd shareholders, the deal is expected to generate roughly 29 percent EPS accretion in 2027, with tangible book value dilution earned back in under two years. The transaction, expected to close in early 2027 and structured to be tax-free for both companies' common shareholders, requires regulatory approval and a WaFd shareholder vote.
Scale and Strategic Fit
The merger reflects the accelerating consolidation trend in U.S. regional banking, where institutions are seeking scale to absorb technology costs and diversify funding sources. Both banks have shifted toward commercial lending in recent years — EverBank building out commercial real estate bridge lending, life insurance premium finance, SBA lending and fund finance, while WaFd expanded business banking across its nine-state western footprint.
The combined deposit base pairs WaFd's commercial client relationships with EverBank's direct-to-consumer online banking platform, reducing reliance on wholesale funding. The bank will also accelerate WaFd's wealth management platform by using EverBank's affluent client base to scale registered investment advisor offerings.
Brent Beardall, WaFd's CEO and vice chairman, will serve as president of the combined company. Robert Radway, EverBank's current chairman, will chair the combined boards, which will each have 13 members — seven from legacy EverBank and six from legacy WaFd.
Approval Path and Advisors
J.P. Morgan and Piper Sandler advised EverBank, with Wachtell, Lipton, Rosen & Katz as legal counsel. Keefe, Bruyette & Woods, a Stifel company, advised WaFd, with Simpson Thacher & Bartlett as legal counsel.
The deal follows a period of heightened M&A activity in U.S. banking as institutions respond to compressed net interest margins and rising technology investment requirements. WaFd will host an investor conference call Tuesday at 5 a.m. Pacific Time to discuss the transaction.
This article is for informational purposes only and does not constitute investment advice.
