UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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EVERBANK FINANCIAL CORP
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(Name of Registrant as Specified In Its
Charter)
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Teachers Insurance and Annuity Association of America
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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On September 7, 2016, Teachers Insurance and Annuity Association
of America (“TIAA”) and EverBank Financial Corp (the “Company”) issued a joint press release announcing
that, in connection with the closing of the Company’s previously announced merger (the “Merger”) with TIAA, Robert
M. Clements will retire from his positions as the Chairman and Chief Executive Officer of the Company and EverBank, a wholly owned
subsidiary of the Company, effective at the closing of the Merger. Additionally, TIAA and the Company jointly announced that Mr.
Clements will serve as a director of the combined federal savings association following the closing of the Merger. The text of
the joint press release is as follows:
TIAA Announces Future Leadership of New
Bank Post-Acquisition of EverBank Financial Corp
Kathie Andrade, Blake Wilson will lead
nationwide bank offering broad suite
of products and services
to retail and business customers after transaction closes
NEW YORK, NY & JACKSONVILLE, FL, September 7, 2016
– TIAA, a leading financial services provider, today announced the future appointment of the chairman of the board and chief
executive officer of its new diversified, nationwide bank after it completes the acquisition of EverBank Financial Corp (NYSE:
EVER) and its wholly owned subsidiary EverBank. The new bank will significantly expand TIAA’s banking and lending products
and complements the company’s full suite of retirement, investment and advisory services.
Kathie Andrade, currently chief executive officer of TIAA’s
Retail Financial Services business, will serve as chairman of the board of the new bank after consummation of the acquisition.
Andrade also will continue her role as chief executive officer of Retail Financial Services, which is dedicated to helping individual
consumers manage their finances and achieve a lifetime of financial well-being.
Blake Wilson, EverBank’s president and chief operating
officer and a member of the board of directors, will serve as the new bank’s president and chief executive officer and a
board director after the acquisition is completed. Wilson has been involved in financial services since 1989 and, for the past
15 years, has been a part of the executive team driving EverBank’s significant growth and evolution.
Robert Clements, EverBank Financial Corp’s chairman of
the board and chief executive officer, has announced he will retire after the acquisition is completed. He has agreed to serve
as a member of the new bank’s board of directors after consummation of the transaction. Clements joined EverBank in 1994
and has served as chairman and chief executive officer since 1997. He has been instrumental in EverBank’s long-term strategy
and success in building a nationwide banking, lending and investing franchise.
TIAA announced the acquisition of EverBank Financial Corp in
August 2016. Under terms of the agreement, EverBank Financial Corp’s common stockholders will receive $19.50 per share in
cash, or an approximate total of $2.5 billion. The combination of TIAA’s existing banking operations and EverBank will significantly
bolster TIAA’s banking capabilities and form a full-service banking company uniquely positioned to help both companies’
customers succeed. The combined bank will be headquartered in Jacksonville and serve retail and business customers across the country.
The transaction is subject to customary closing conditions.
About TIAA
TIAA (TIAA.org) is a unique financial partner. With an award-winning track record for consistent investment performance, TIAA is
the leading provider of financial services in the academic, research, medical, cultural and government fields. TIAA has $889 billion
in assets under management (as of 6/30/16) and offers a wide range of financial solutions, including investing, banking, advice
and guidance, and retirement services.
About EverBank Financial Corp
EverBank Financial Corp, through its wholly owned subsidiary
EverBank, provides a diverse range of financial products and services directly to clients nationwide through multiple business
channels. Headquartered in Jacksonville, Florida, EverBank has $27.4 billion in assets and $18.8 billion in deposits as of June
30, 2016. With an emphasis on value, innovation and service, EverBank offers a broad selection of banking, lending and investing
products to consumers and businesses nationwide. EverBank provides services to clients through the internet, over the phone, through
the mail, at its Florida-based financial centers and at other business offices throughout the country. More information on EverBank
can be found at https://about.everbank/investors.
TIAA Media Inquiries:
Chad Peterson
888-200-4062
media@tiaa.org
EverBank Media Inquiries:
Michael Cosgrove
904-623-2029
Michael.Cosgrove@EverBank.com
EverBank Investor Inquiries:
Scott Verlander
904-623-8455
Scott.Verlander@EverBank.com
Additional Information and Where to Find It
This press release may be deemed to be solicitation material
in respect of the proposed merger between EverBank Financial Corp and TIAA. In connection with the transaction, EverBank Financial
Corp intends to file relevant materials with the Securities and Exchange Commission (“SEC”), including a proxy statement
on Schedule 14A.
INVESTORS AND
STOCKHOLDERS OF EVERBANK FINANCIAL CORP ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING EVERBANK FINANCIAL CORP’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and
stockholders may also obtain copies of the documents, when filed, free
of charge at the SEC’s website (
http://www.sec.gov
). Investors and stockholders
may also obtain copies of documents filed by EverBank Financial Corp with the SEC by contacting EverBank Financial Corp at Investor
Relations, EverBank Financial Corp, 501 Riverside Ave. 12th Floor, Jacksonville, FL 32202, by email at
investorrelations@everbank.com
,
or by visiting EverBank Financial Corp’s website (
http://about.everbank/investors/
).
Participants in Solicitation
TIAA and EverBank Financial Corp and its directors, executive
officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the
holders of EverBank Financial Corp Common Stock in connection with the proposed transaction. Information about EverBank Financial
Corp’s directors and executive officers is available in EverBank Financial Corp’s proxy statement for its 2016 Annual
Meeting of Stockholders, which was filed with the SEC on April 6, 2016. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with the SEC regarding the proposed merger when they become available.
Investors and stockholders should read the proxy statement carefully when it becomes available before making any investment or
voting decisions.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be protected by the safe harbor
provided therein. We generally identify forward-looking statements, particularly those statements regarding the benefits of the
proposed merger between TIAA and EverBank Financial Corp, the anticipated timing of the transaction and the products and markets
of each company, by terminology such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “would,” “could,” “should,”
“seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,”
“anticipates,” “projects,” “strategy,” “future,” “opportunity,” “will
likely result” or the negative version of those words or other comparable words. These forward-looking statements are not
historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs
and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly,
you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict.
A number of important factors could cause actual results to differ
materially from those indicated by the forward-looking statements in this press release, including, but not limited to: the
risk that the merger may not be completed in a timely manner or at all, which may adversely affect EverBank Financial Corp’s
business and the price of EverBank Financial Corp Common Stock; required governmental approvals of the merger may not be obtained
or may not be obtained on the terms expected or on the anticipated schedule, and materially burdensome or adverse regulatory conditions
may be imposed in connection with any such governmental approvals; EverBank Financial Corp’s stockholders may fail to approve
the merger; the parties to the merger agreement may fail to satisfy other conditions to the completion of the merger, or may not
be able to meet expectations regarding the timing and completion of the merger; the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on EverBank
Financial Corp’s business relationships, operating results, and business generally; risks that the proposed merger disrupts
current plans and operations of EverBank Financial Corp and potential difficulties in EverBank Financial Corp employee retention
as a result of the merger; risks related to diverting management’s attention from EverBank Financial Corp’s ongoing
business operations; the outcome of any legal proceedings that may be instituted against EverBank Financial Corp related to the
Plan and merger agreement or the merger; the amount of the costs, fees, expenses and other charges related to the merger; the ability
of TIAA to successfully integrate EverBank Financial Corp’s operations, product lines, and technology; the ability of TIAA
to implement its plans, forecasts, and other expectations with respect to EverBank Financial Corp’s business after the completion
of the proposed merger and realize additional opportunities for growth and innovation; the impact of changes in interest rates;
and political instability. For additional factors that could materially affect our financial results and our business generally,
please refer to EverBank Financial Corp’s filings with the SEC, including but not limited to, the factors, uncertainties
and risks described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Neither TIAA nor EverBank Financial Corp undertakes any obligation to revise these
statements following the date of this press release, except as required by law.
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