Amended Statement of Ownership (sc 13g/a)
January 20 2017 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 4)*
EVERBANK FINANCIAL CORP
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
29977G1022
(CUSIP Number)
Dino Verardo
Sageview Capital, L.P.
55 Railroad Avenue
Greenwich, CT 06830
Tel. No.: 203-625-4215
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 2 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 3 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital GenPar, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 4 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital GenPar, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 5 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital MGP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 6 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward A. Gilhuly
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 7 of 15
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1
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NAME OF
REPORTING
PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott M. Stuart
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 8 of 15
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Item 1.
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(a)
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Name of Issuer
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EverBank Financial Corp, a Delaware corporation (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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501 Riverside Ave.,
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Jacksonville, FL 32202
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Item 2.
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(a)
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Name of Person Filing
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This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
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(i)
Sageview Partners L.P. (“Sageview Partners”);
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(ii)
Sageview Capital GenPar, Ltd. (“Sageview GenPar Ltd.”);
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(iii)
Sageview Capital GenPar, L.P. (“Sageview GenPar”);
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(iv)
Sageview Capital MGP, LLC (“Sageview MGP”);
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(v)
Edward A. Gilhuly; and
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(vi)
Scott M. Stuart.
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(b)
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Address of Principal Business Office or, if none, Residence; (c) Citizenship
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(i) Sageview Partners is a Delaware limited partnership formed in order to engage in the acquiring, holding and disposing of investments in various companies. The principal business office of Sageview Partners is 55 Railroad Avenue, Greenwich, Connecticut 06830.
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 9 of 15
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(ii) Sageview GenPar Ltd. is a Cayman Islands exempted limited partnership and the general partner of Sageview Partners. The principal business office of Sageview GenPar Ltd. is 55 Railroad Avenue, Greenwich, Connecticut 06830.
(iii) Sageview GenPar is a Delaware limited partnership formed to be the sole owner of Sageview GenPar Ltd. The principal business office of Sageview GenPar is 55 Railroad Avenue, Greenwich, Connecticut 06830. Sageview MGP is the general partner of Sageview GenPar.
(iv) Sageview MGP is a Delaware limited liability company formed to act as the general partner of Sageview GenPar. The principal business office of Sageview MGP is 55 Railroad Avenue, Greenwich, Connecticut 06830. The managing members and controlling persons of Sageview MGP are Scott M. Stuart and Edward A. Gilhuly.
(v) Mr. Gilhuly is a managing member and controlling person of Sageview MGP. Mr. Gilhuly is a United States citizen whose business address is c/o Sageview Capital, L.P., 245 Lytton Ave, Suite 250, Palo Alto, California 94301. Mr. Gilhuly’s principal occupation is to act as Co-President of Sageview Management, LLC.
(vi) Mr. Stuart is a managing member and controlling person of Sageview MGP. Mr. Stuart is a United States citizen whose business address is 55 Railroad Avenue, Greenwich, Connecticut, 06830. Mr. Stuart’s principal occupation is to act as Co-President of Sageview Management, LLC.
(vii) As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of common stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the common stock referred to herein for purposes of Section 13(g) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
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(d)
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Title of Class of Securities
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Common stock, par value $0.01 per share (the “Shares”)
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(e)
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CUSIP Number
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29977G1022
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 10 of 15
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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See row 9 of cover page of each reporting person
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(b)
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Percent of Class
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See row 11 of cover page of each reporting person
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(c)
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Number of Shares as to which such person has
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(i)
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sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
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(ii)
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shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person
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(iii)
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sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
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(iv)
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shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 11 of 15
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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Not applicable.
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 12 of 15
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: January
20, 2017
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SAGEVIEW PARTNERS L.P.
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By:
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Sageview Capital GenPar, Ltd., its General Partner
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Director
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SAGEVIEW CAPITAL GENPAR, LTD.
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Director
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SAGEVIEW CAPITAL GENPAR, L.P.
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By:
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Sageview Capital MGP, LLC, its General Partner
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Co-President
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 13 of 15
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SAGEVIEW CAPITAL MGP, LLC
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Co-President
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/s/ Scott M. Stuart
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SCOTT M. STUART
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/s/ Edward A. Gilhuly
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EDWARD A. GILHULY
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 14 of 15
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.
Date: January
20, 2017
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SAGEVIEW PARTNERS L.P.
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By:
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Sageview Capital GenPar, Ltd., its General Partner
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Director
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SAGEVIEW CAPITAL GENPAR, LTD.
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Director
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SAGEVIEW CAPITAL GENPAR, L.P.
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By:
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Sageview Capital MGP, LLC, its General Partner
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Co-President
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CUSIP No. 29977G1022
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SCHEDULE 13G
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Page 15 of 15
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SAGEVIEW CAPITAL MGP, LLC
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By:
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/s/ Scott M. Stuart
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Name: Scott M. Stuart
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Title: Co-President
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/s/ Scott M. Stuart
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SCOTT M. STUART
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/s/ Edward A. Gilhuly
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EDWARD A. GILHULY
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