EverBank Financial Corp (NYSE:EVER) Files An 8-K Other Events

On September 26 and September 27, 2016, two alleged stockholders of EverBank Financial Corp (“EverBank”) filed putative class actions in the United States District Court for the Middle District of Florida (the “Florida Actions”) against EverBank and the members of its board of directors alleging that the defendants violated federal securities laws by disseminating proxy materials that included allegedly material misstatements or omissions in connection with EverBank’s Definitive Proxy Statement, dated September 30, 2016, relating to the Agreement and Plan of Merger, dated August 7, 2016, by and among EverBank, Teachers Insurance and Annuity Association of America (“TIAA”), TCT Holdings, Inc. and Dolphin Sub Corporation (the “Merger Agreement”). On October 12, 2016, another alleged stockholder of EverBank filed a putative class action in the Delaware Court of Chancery (the “Delaware Action”) alleging breaches of fiduciary duty against the same defendants, including alleged disclosure violations, in connection with the Merger Agreement. These actions, among other things, sought additional disclosure of facts relating to the proposed merger in connection with the stockholder vote thereupon and/or injunctive relief.

On October 24, 2016, EverBank filed supplemental disclosures intended to address plaintiffs’ disclosure claims via Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”). These supplemental disclosures pertained to, among other things, the non-disclosure agreements entered into by EverBank with other parties, EverBank management’s communications with TIAA regarding management’s potential continuing employment with the Company following the consummation of the proposed merger, and EverBank’s projected dividends/capital injections as used in the Dividends Discount Analysis prepared by EverBank’s financial advisor in connection with the proposed merger.

On November 2, 2016, the Court of Chancery entered an order dismissing the Delaware Action as moot and dismissing the claims asserted therein without prejudice as to the named plaintiff and the other members of the putative class. to the order, the Court of Chancery retained jurisdiction solely for the purpose of determining the Delaware plaintiff’s application for an award of attorneys’ fees and reimbursement of expenses.

On November16, 2016, the plaintiffs in the Florida Actions each filed a notice of voluntary dismissal, dismissing the Florida Actions with prejudice as to the named plaintiffs and without prejudice as to any claims by other putative class members.

Plaintiffs’ counsel in the Delaware Action and in the Florida Actions each expressed their intention to petition the relevant courts for awards of attorneys’ fees and reimbursement of expenses in view of the supplemental disclosures contained in the Current Report on Form 8-K filed with the SEC on October 24, 2016. After negotiations, and to eliminate any risks associated with multiple fee petitions in two courts, EverBank has agreed to pay fees and expenses in the total amount of $300,000 in satisfaction of any fee applications in the Florida Actions and Delaware Action. This fee will be paid by EverBank, and has not been approved or ruled upon by the courts in either the Delaware Action or the Florida Actions.

About EverBank Financial Corp (NYSE:EVER)
EverBank Financial Corp is a unitary savings and loan holding company. The Company is a financial services company that provides a range of financial products and services to individuals, as well as small and mid-size business clients nationwide. It operates through three segments: Consumer Banking, Commercial Banking and Corporate Services. Its Consumer Banking segment includes consumer deposit services and activities, residential lending and servicing, wealth management and capital markets. Its Commercial Banking segment includes commercial deposit services and activities, commercial and commercial real estate lending, lender finance, equipment finance and leasing, mortgage warehouse finance and commercial deposits. Its Corporate Services segment provides support services to the Consumer Banking and Commercial Banking segments. It markets and distributes its banking products and services through its online and mobile financial portal, financial centers in Florida markets. EverBank Financial Corp (NYSE:EVER) Recent Trading Information
EverBank Financial Corp (NYSE:EVER) closed its last trading session down -0.01 at 19.32 with 2,549,960 shares trading hands.