NetBank: Deals with EverBank Will Close Soon

NetBank Inc. is about a month behind schedule in completing the sale of its Internet banking operation and mortgage servicing rights to EverBank Financial Corp., but the Alpharetta, Ga., company said it expects to close the transactions soon.

"It really shouldn't be too much longer," Jimmy Locklear, a spokesman for NetBank, said Thursday.

When the agreement to sell the Internet operation was signed May 18, NetBank said it expected the deal to close July 9. It can be terminated if it does not close by Aug. 31, but NetBank would have to pay EverBank a $6 million fee if it made a voluntary bankruptcy filing, accepted a counterbid from another company, or failed to meet certain other conditions.

On June 15, NetBank agreed to sell the servicing rights on about $3.2 billion of mortgages to EverBank. That deal had been expected to close July 2.

EverBank, of Jacksonville, Fla., did not make executives available for comment by press time.

Mr. Locklear said: "We have been basically continuing to prepare" for the deals to be completed. "We're still in a little bit of a holding pattern."

The Internet business is operating "normally" and has experienced "very little" deposit runoff, Mr. Locklear said. It is even continuing "to bring on new customers."

When NetBank disclosed the deal to sell the Internet operation, it said that to make a cash payment to EverBank to cover the difference between the assets and liabilities being sold, it would "have to independently obtain sufficient financing of the assets" of its Market Street Mortgage Corp., "as well as finance or liquidate certain other assets that are not being sold."

NetBank is trying to find a buyer for Market Street under a directive from the Office of Thrift Supervision that it dispose of all of its units as soon as possible. (The regulator has deemed the company undercapitalized.) In a filing Monday, NetBank said it will take a writedown of its entire $24.6 million of goodwill associated with Market Street, because of "the information the company obtained during the course of its consideration of such other opportunities for Market Street and the likelihood of execution."

The filing also said NetBank expects to recognize a $25 million impairment of furniture, equipment, and capitalized software assets that are associated with the Internet operation but are not being sold to EverBank.

"Part of what happens in the process of negotiating is … things change in the marketplace," Mr. Locklear said, though much of what remains to be done is valuation work by NetBank of the sort described in the Monday filing.

The sale of the Internet operation would include about $2.5 billion of core and brokered deposits, valued at a $5 million premium, and about $1.3 billion of assets. NetBank estimated that discounts on the assets would result in an overall loss of $60 million to $70 million.

When it announced the deal to sell the Internet operation, NetBank projected that it would be left with $50 million to $70 million of equity after completing all the transactions it then contemplated.

In the filing Monday, NetBank also said that the OTS had ordered it to file a "capital restoration plan" by Sept. 13, and that its "outstanding common stock may have little or no value" under the obligations imposed by the regulator.

During a May 21 conference call on the deal to sell the Internet business, Steven F. Herbert, NetBank's chief executive officer, said that a large, long-disputed insurance claim "probably represents the best opportunity for us to preserve or create value for our shareholders."

For reprint and licensing requests for this article, click here.
MORE FROM AMERICAN BANKER