8-K 1 d407806d8k.htm 8-K 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):     June 7, 2017



EverBank Financial Corp

(Exact name of registrant as specified in its charter)




Delaware    001-35533    52-2024090
(State or other jurisdiction of incorporation)    (Commission File Number)    (I.R.S. Employer Identification No.)
501 Riverside Ave., Jacksonville, FL    32202
(Address of principal executive offices)    (Zip Code)


(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01. Other Events.

On June 7, 2017, TIAA Board of Overseers (“Overseers”), Teachers Insurance and Annuity Association of America (“TIAA”), a wholly owned subsidiary of Overseers, and TCT Holdings, Inc. (“TCT Holdings”), a wholly owned subsidiary of TIAA, received approval from the Board of Governors of the Federal Reserve System to complete the acquisition of EverBank Financial Corp (the “Company”), and its subsidiary, EverBank, a federal savings association, in accordance with the Agreement and Plan of Merger, dated as of August 7, 2016, by and among the Company, TIAA, TCT Holdings and Dolphin Sub Corporation, a wholly owned subsidiary of TCT Holdings.

The transaction is expected to be completed on or about June 9, 2017, subject to the satisfaction of customary closing conditions.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


EverBank Financial Corp
By:   /s/ Mark Baum
  Name:   Mark Baum
  Title:   Senior Vice President, Deputy General Counsel and Assistant Secretary

Dated: June 8, 2017