AGREEMENT AND PLAN OF MERGER by and among TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, TCT HOLDINGS, INC., DOLPHIN SUB CORPORATION and EVERBANK FINANCIAL CORP Dated as of August 7, 2016Merger Agreement • August 8th, 2016 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2016 (this “Agreement”), by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company (“Parent”), TCT Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Owner” and, together with Parent, the “Parent Entities” and, each, a “Parent Entity”), Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of Owner (“Merger Sub”), and EverBank Financial Corp, a Delaware corporation (the “Company”).
