TRANSACTION INFORMATION ROOM

EVERBANK AND TIAA TO BECOME ONE

Visit here any time for the latest news and updates, as well as important FAQs on the transaction and what you can expect moving forward.

A WORD FROM OUR LEADERS

We're stronger together

We are excited to announce that EverBank has entered into a formal agreement to be acquired by TIAA. Once the transaction is complete in mid-2017, we are confident that we will find ourselves in a position to help serve you even better. TIAA offers an expansive lineup of financial products and services that, when combined with what EverBank brings to the table, is certain to open up many new and exciting opportunities for current EverBank and TIAA clients alike. We also share in TIAA's passion and commitment to bringing you new and innovative online and digital experiences designed to both improve and simplify your financial life. And, finally, we are particularly proud to be joining a company of like values and one that is equally dedicated to enhancing the health and well-being of the communities in which we live.

Rob Clements - Chairman and CEO

Rob Clements

Chairman & CEO

Blake Wilson - President and COO

Blake Wilson

President & COO

Helpful Faqs

Why are EverBank and TIAA undertaking this transaction?

We believe this transaction marks the start of a very promising new chapter in EverBank's history and will enable us to grow, with different ownership but with the same commitment to employees, customers and communities, and continue the journey we began more than two decades ago. TIAA intends to make EverBank an integral part of its Retail Financial Services business and envisions offering banking and lending core services to its over 5 million members and 16,000 institutional clients. TIAA believes EverBank will significantly enhance the company’s ability to fully serve its clients by providing high-value, straightforward lending, savings and cash management solutions throughout the financial life cycle. TIAA has described this transaction as allowing the company to accelerate its plans in banking, calling EverBank a perfect complement to enhance and expand the existing TIAA portfolio.

Who is TIAA?

TIAA truly is a well-respected organization with a unique mission. As a private organization, TIAA is the leading retirement provider for people who work in the academic, research, medical and cultural fields. TIAA is a Fortune 100 firm and serves more than 16,000 non-profit organizations and more than 5 million individual member clients. As of June 30, 2016, TIAA had $889 billion in assets under management and nearly 13,000 employees. Based in New York City, TIAA also has significant operations in Charlotte, Dallas and Denver.

As the largest provider of 403(b) retirement plans for the non-profit community, TIAA is ranked number one in assets among all financial firms serving the not-for-profit and K-12 retirement markets. TIAA is a leader in terms of serving the public sector, higher education, cultural and arts organizations and hospitals and healthcare institutions. TIAA has also been consistently recognized as a community leader, one of the "Top 50 Companies for Diversity", and "One of the World's Most Ethical Companies." TIAA has a world-class management team, led by its CEO, Roger Ferguson, who previously served as Vice Chairman of the Federal Reserve. Kathie Andrade, the CEO of TIAA's Retail Financial Services business and Chair of the Board for TIAA Direct, was named one of the "25 Most Powerful Women in Finance" in 2015 by American Banker.

TIAA's website provides a thorough overview of the company, its long history and mission and its lines of business.

What changes, if any, should I expect to my account?

In the immediate term, there will be no impact to your existing EverBank accounts. You can continue to use your existing Financial Centers/Home Lending Offices and all of your online and mobile account features, e.g., bill pay, mobile deposits, debit cards, ATMs, until TIAA and EverBank client records can be integrated.

Are there any changes to my rates or fees as a result of the announcement?

No, there have been no changes to rates or fees as a result of the announcement.

Will my EverBank account/loan number stay the same?

Yes, your account/loan number will stay the same in the immediate term. There may be changes to your account/loan number down the road if TIAA chooses to migrate EverBank accounts over to TIAA's banking/servicing platforms, but you will be notified well in advance of any changes to your account/loan before they are made.

My EverBank CD is maturing in a few days/weeks. How will the announcement impact my options?

The announcement will have no impact on your CD maturity options. You should continue to follow the instructions provided in your CD maturity letter to renew, change or withdraw your CD funds.

I'm a banking client. What client service number should I use?

We are committed to continuing to provide great client service, as always. Our client solutions teams are available for personal banking questions at 1.888.882.3837. For business banking, call 1.866.371.3831, option 5 (8:00am – 5:00pm ET, Mon - Fri) to speak with a business solutions specialist.

I'm a mortgage client. What client service number should I use?

For existing loans, call 1.800.669.9721 (8:00am – 9:00pm ET, Mon - Fri) to speak with a mortgage expert.

To inquire about a new loan, you may:
  1. Call 1.877.436.4381 to speak with a mortgage expert during the following hours: 8:30am – 8:00pm ET, Mon - Thur; 8:30am – 7:00pm ET, Fri; 9:00am – 5:00pm ET, Sat
  2. Or contact a local mortgage expert near you. To search for the professionals in your area, use our online locator tool .
My EverBank loan is scheduled to close within the next few weeks. Do you anticipate any delays in my closing as a result of the announcement?

No, your loan closing date will not be impacted by the announcement.

I'm in the middle of a loan modification with EverBank. Will anything change as a result of the announcement?

No, your loan modification will not be impacted by the announcement. You should continue to follow the instructions outlined in your loan modification package.

What can existing EverBank business/commercial clients expect as a result of this announcement?

Prior to the close of the transaction, it will be business as usual for all EverBank clients. TIAA has more than 16,000 institutional clients and is the 3rd largest commercial real estate manager in the world. We will work collaboratively with TIAA to determine exciting ways our nationwide commercial asset origination capabilities can combine with TIAA's established institutional client base and expertise in commercial real estate.

I'm an EverBank stockholder. What happens to my stock as a result of the announcement?

There are no structural changes to EverBank stock as a result of the announcement. The stock is still publicly traded and will continue to trade on the NYSE until the transaction closes.

At the close of the transaction, all EverBank stock will be cancelled and stockholders will receive $19.50 per share in cash, without interest. More details will be provided via a proxy mailing that will be mailed to stockholders shortly.

When should I expect to receive my proxy mailing?

We expect to mail the proxy after it is filed with and cleared by the SEC, which could take between 50 and 90 days.

When will the stockholder meeting take place?

We expect the Special Stockholder Meeting to take place within 45 days after the proxies are mailed.

How will the process of obtaining cash for my shares work? Do I need to do anything?

You will receive additional investor communication materials closer to closing that will explain the steps that will lead up to obtaining cash for your shares.

Are there any restrictions on my selling stock before the transaction closes?

No, you are free to buy or sell shares of stock until the transaction closes, unless you are an associate of EverBank or otherwise privy to inside information, in which case certain Insider Trading Policy restrictions may apply.

Is my contract/Advertising Services Agreement with EverBank still valid?

For now, we will continue to operate on a business as usual basis and there are no changes in your relationship with EverBank.

Do you anticipate any disruption to my billing cycle as a result of the announcement?

No, for now, we will continue to operate on a business as usual basis and there are no changes to your billing.

My company is in the middle of responding to an EverBank Request for Pricing (RFP) proposal. Do you anticipate any changes to scope or timing as a result of the announcement?

You should continue to move forward with submitting your response according to the specs currently defined unless told otherwise by your EverBank Vendor Manager or Procurement Officer. For questions about the status of a specific RFP, please contact Michael Webb in EverBank's Enterprise Vendor Management Office (EVMO) at 1.904.623.2776.

What will happen to the naming rights/sponsorship of EverBank Field in Jacksonville?

The agreement we have with the Jaguars, like many of our agreements, has provisions that will allow the combined company to continue the relationship. At this early stage, no decisions have been made on this contract or others.

My nonprofit organization received a commitment letter from EverBank earlier this year. Is that commitment now at risk? What changes should we expect regarding future potential EverBank charitable contributions?

All 2016 EverBank charitable contribution commitments will be honored. At this early stage, no decisions have been made on specific refinements to EverBank's charitable contribution policy or its charitable request and award processes.

Key Facts to Know

You can expect no changes until merger completion, anticipated in mid-2017.
Your account features and services, including how you work with us, will remain unchanged until that time.
This transaction will enable us to provide you an even broader range of products and services.
We will continue to serve our clients and our communities as we always have, with utmost respect, care and attention.