EverBank Financial Corp. and Seattle-based WaFd Inc. have agreed to a proposed $3.9 billion reverse merger that would put EverBank’s name, executives and investor base atop a larger publicly traded bank, even though WaFd would be the legal survivor of the holding-company transaction.
The agreement, announced Sept. 7, would create a lender projected to hold about $75 billion in assets, $59 billion in deposits and $58 billion in loans. It is expected to close in early 2027, subject to approval by WaFd shareholders, regulatory approvals and customary closing conditions. The deal combines WaFd’s Western-state branch and commercial-banking presence with EverBank’s national direct-bank operation and financial-center network.
A reverse merger with EverBank in control
The deal’s legal form and its practical control structure point in different directions. Under the companies’ announcement of the definitive agreement, EverBank Financial Corp. would merge into WaFd Inc., making WaFd the surviving financial holding company. At closing, however, that company would change its name to EverBank Financial Corp. and trade on Nasdaq under the EVBK ticker.
EverBank’s investors are expected to own about 59.2% of the combined company, compared with 40.8% for WaFd shareholders. The ownership split, rather than the identity of the legal survivor, is the more useful indicator of who will control the proposed public company.
Management and board arrangements reinforce that result. Greg Seibly, EverBank’s chief executive, is designated to become CEO of the combined bank. WaFd CEO Brent Beardall is slated to serve as president, and EverBank Chairman Robert Radway would chair both the combined holding company and bank. Each planned 13-member board would include seven legacy EverBank representatives and six from WaFd.
The reverse-merger format also preserves WaFd’s corporate shell and its public-market listing while converting its identity to EverBank. For WaFd shareholders, the transaction is therefore not simply an acquisition by an outside buyer; they would retain an equity stake in the renamed company, but as the minority shareholder group under the announced ownership terms.
The bank charter will move to EverBank
The operating-bank merger is structured differently from the holding-company merger. WaFd Bank, which is chartered in Washington state, would merge into EverBank, N.A. EverBank, N.A. would survive as the banking entity and remain a national bank chartered by the Office of the Comptroller of the Currency.
That distinction affects the post-deal regulatory and operating framework. The holding company would technically descend from WaFd Inc., but the combined deposit-taking institution would use EverBank’s national-bank charter. The companies have not completed the transaction, so customers and employees remain served by their existing institutions unless and until the required approvals are obtained and the merger closes.
The scale figures show a combined balance sheet weighted heavily toward traditional banking. Deposits would equal roughly 79% of the projected $75 billion in assets, using the companies’ rounded totals, while loans would equal about 77% of assets. Loans would be nearly equal to deposits—roughly 98 cents of loans for every dollar of deposits—though those high-level figures do not disclose the combined bank’s loan mix, securities portfolio, wholesale funding or post-closing liquidity management.
The companies said the organization would operate more than 250 financial centers. Banking Dive, citing the investor presentation, put the count at 254 branches. The two descriptions are broadly consistent, although the companies use “financial centers” while the trade publication uses “branches.”
Valuation and promised returns depend on execution
The stated $3.9 billion transaction value is an equity-value calculation, not a declaration that $3.9 billion in cash will change hands. Banking Dive reported that the figure was based on a maximum of 107.7 million WaFd shares to be issued multiplied by WaFd’s Sept. 4 closing price of $36.30. That arithmetic produces approximately $3.91 billion, explaining the companies’ rounded deal value.
The structure gives WaFd shareholders continued exposure to the performance of the combined lender, including to the deal’s expected cost savings and revenue execution. It also leaves their economic result tied to the post-merger trading value of the renamed EverBank Financial Corp., rather than solely to a fixed cash payment.
EverBank and WaFd project a return on tangible common equity of about 15% once expected cost synergies are fully realized. They also project that WaFd shareholders would receive about 29% earnings-per-share accretion in 2027 and that tangible-book-value dilution would earn back in less than two years. Those are company forecasts, not completed financial results, and depend on closing the transaction, achieving planned synergies and operating the combined business as expected.
Regulators will review a combination that joins a regional branch network with a national direct-bank platform and consolidates the two bank charters into EverBank, N.A. WaFd shareholder approval is separately required. Until those conditions are met, the announced leadership lineup, ownership percentages, balance-sheet totals and EverBank rebranding remain terms of a proposed merger rather than attributes of an existing bank.