WaFd announces proposed $3.9 billion all-stock reverse merger with EverBank and related equity issuance and executive employment agreements

Key Facts

Mergers and acquisitions

• The proposed transaction remains subject to shareholder, regulatory and other closing conditions and may not be completed.
• The filing identifies regulatory filings and approvals for the Federal Reserve Board, the OCC and applicable merger filings.
• The filing warns that anticipated transaction benefits may not be realized because of integration problems and economic or competitive factors.

Securities offerings and private placements

• WaFd estimates that approximately 107.7 million WaFd Common Stock shares will be issued at the Merger closing on a fully diluted basis.
• The transaction targets fixed post-Merger ownership percentages of 59.175% and 40.825%.
• The Series B Preferred Stock has no conversion rights into another class or series of securities.

Leadership and compensation

• The employment agreement provides for an unnamed Executive to serve as President of WaFd and to be appointed to the Company Board and Bank Board during the Employment Period.
• The Employment Period commences on the date of the merger Closing and ends on the fifth anniversary of the Effective Date.
• The agreement provides for annual base salary of $1,116,625 and a target annual bonus equal to 100% of annual base salary.
• The agreement provides for health-care continuation premium payments for up to 12 months, subject to the stated conditions.

Source

View the source SEC filing