Who Bought Whom: Inside the $3.9 Billion Reverse Merger That Takes EverBank Public

On September 7, Seattle-based WaFd, Inc. agreed to merge with EverBank Financial Corp in a transaction the parties value at $3.9 billion. On paper, WaFd is the surviving company. In practice, EverBank's owners will control the board, name the chief executive, and hold 59.2 percent of the shares. The deal is a reverse merger, and it is worth understanding because the same structure is available, at much smaller scale, to private companies looking for a public listing without an IPO.

What was announced

EverBank Financial Corp, the Jacksonville-based parent of EverBank, N.A., will merge into WaFd, Inc., the Nasdaq-listed parent of WaFd Bank. WaFd continues as the publicly traded holding company, then changes its name to EverBank Financial Corp and moves to a new ticker, EVBK. EverBank's shareholders receive WaFd common stock in exchange for their shares. At the bank level, the order flips: WaFd Bank merges into EverBank, N.A., and the national bank charter survives.

The combined bank will hold roughly $75 billion in assets and operate more than 250 financial centers. EverBank's chief executive, Greg Seibly, will run the company. WaFd's chief executive, Brent Beardall, becomes president. The board will have 13 seats, seven from EverBank and six from WaFd, and EverBank's current chairman will chair the combined company.

The parties expect closing in early 2027, subject to regulatory approval and a vote of WaFd's shareholders. The exchange is structured to be tax-free for common shareholders on both sides. Management projects a return on tangible common equity of about 15 percent once cost savings are realized, and for WaFd shareholders, 2027 earnings per share accretion of about 29 percent with tangible book value dilution earned back in under two years.

Why the structure is called a reverse merger

In a conventional acquisition, the larger, listed company buys the smaller one and its shareholders keep control. Here, the listed company is the smaller party. EverBank's owners are a consortium of private investors: funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, alongside TIAA, which retained a stake after selling the bank in 2023. When those owners receive 59.2 percent of the combined shares, they are not being bought. They are using WaFd's listing as the vehicle to take their company public.

The press release makes this explicit in one phrase that matters more than it sounds: EverBank "will be designated as the accounting acquirer." Under U.S. accounting rules, the acquirer in a business combination is the entity that obtains control, regardless of which legal entity survives. Because EverBank's owners control the majority of the votes and the board, EverBank is treated as having bought WaFd. WaFd's assets and liabilities will be recorded at fair value on the combined balance sheet, and the combined company's historical financial statements will be EverBank's, not WaFd's.

For readers who have never seen the term, the practical translation is simple: the legal survivor and the economic buyer can be two different companies, and the accounting follows the economics.

Why the owners chose this route over an IPO

An initial public offering would have required EverBank to sell new shares to public investors at whatever price the market set on the day of pricing, with underwriting fees, a lengthy roadshow, and a lock-up period before the sponsors could sell. Bank IPOs have been scarce in 2026, and the sponsors have held the company since 2023.

A reverse merger solves several problems at once. It delivers a listed stock without a pricing event, because the value is negotiated with one counterparty rather than discovered in a book-build. It adds an operating business, in this case WaFd's western branch network and commercial real estate lending, rather than just a listing. And it produces a public currency the combined company can use for further acquisitions, which is the stated next chapter for both management teams.

There is also a cost to the structure. The sponsors do not receive cash at closing. Their exit is deferred until they can sell shares into the market, and the value of that exit depends on how the combined company trades once the deal closes. Their 59.2 percent stake is a large block relative to the daily trading volume of a regional bank, which means the actual liquidity will arrive over time, through secondary offerings and block sales, rather than all at once.

What WaFd's shareholders are actually voting on

From the other side of the table, WaFd's shareholders are being asked to approve a transaction that dilutes them to 40.8 percent of a much larger company. Their compensation is not a premium check; it is the projected 29 percent lift in 2027 earnings per share and a higher return on equity than WaFd was generating on its own.

That trade rests on assumptions. The accretion depends on realizing the full cost synergies, which in bank mergers typically means branch consolidation, technology integration and staff reductions. The tangible book value earn-back of under two years is a management estimate. WaFd's proxy statement, which will be filed with the SEC before the vote, will disclose the fairness opinion from its financial advisor, Keefe, Bruyette & Woods, and the underlying projections. Shareholders on both sides should read those pages carefully, because the exchange ratio, not the headline $3.9 billion, is what determines whether either side got a good deal.

What this means for private company owners

Most owners will never merge with a $75 billion bank. The structure, though, scales down, and three lessons transfer directly.

First, a listing can be acquired rather than earned. A private company with strong earnings can combine with a smaller listed company in the same industry and emerge as the controlling shareholder of a public entity. The listed partner contributes its exchange listing, its public shareholder base and an operating business; the private company contributes scale and, usually, the management team that runs the combination. Owners who have concluded that an IPO is out of reach should know this door exists, and that it comes with the same disclosure obligations, audit requirements and quarterly reporting as any other public company.

Second, control is negotiated in the ownership split, not the headline. The 59.2 percent figure, the seven-to-six board split, the choice of chief executive and chairman: each was a negotiated term. In a middle-market version of this deal, the private owner's pre-merger valuation relative to the listed partner's market capitalization sets the starting point, and the final split reflects how much each side believes the other brings. An owner entering these talks needs an independent view of both companies' values, because the exchange ratio is the price.

Third, stock consideration converts a sale into an investment. EverBank's sponsors will hold shares in a combined bank whose results will depend on WaFd's loan book as much as EverBank's. An owner who accepts stock in a reverse merger, or in any stock-for-stock combination, is underwriting the partner's business, its balance sheet and its management. Diligence runs in both directions, and a seller who conducts none on the buyer has agreed to a price without knowing what it is worth.

What to watch next

The proxy statement will show the exchange ratio, the fairness analysis and the projections behind the 29 percent accretion claim. Regulatory approval will test how bank supervisors view a sponsor-controlled institution of this size. And the combined company's stock price after closing will reveal what the market thinks the private-equity consortium's shares are worth, which is the number that ultimately settles the sponsors' return.

More broadly, if the reverse-merger path proves workable for a $75 billion bank, expect other sponsor-backed companies that have waited out a thin IPO market to consider the same route. Smaller listed companies with clean balance sheets and modest growth may find themselves receiving calls.