The Securities and Exchange Commission has notified Wilmington Trust, an M&T Bank Corp. subsidiary, of possible enforcement action. The investigation centers on financial reporting and securities filings by the Delaware-based firm before M&T bought it in 2011.
Buffalo-based M&T said the SEC on Aug. 5 sent Wilmington Trust a “Wells notice,” which provides notification of potential enforcement action and is named for a former SEC committee chairman. Recipients are given a chance to explain why the action should not be brought; Wilmington Trust sent its response Sept. 20.
“Counsel for Wilmington Trust has met with the SEC to discuss the investigation and its possible resolution,” M&T said in a regulatory filing Tuesday. The SEC declined to comment on the investigation.
“The issues in question relate exclusively to Wilmington Trust Corp. and occurred prior to the merger with M&T Bank Corp.,” Chet Bridger, an M&T spokesman, said in a follow-up statement about the regulatory filing. “We do not currently believe that any liability arising from these matters would have a material impact upon the company’s consolidated financial position.”
The Department of Justice is also investigating Wilmington Trust for actions that occurred prior to the M&T deal, the Buffalo-based bank said. M&T said both probes began before the Wilmington Trust acquisition.
M&T said the U.S. Justice Department is investigating Wilmington Trust’s financial reporting and securities filings, as well as “certain commercial real estate lending relationships” involving its subsidiary bank, Wilmington Trust Co.
Attorneys for Wilmington Trust have met with the Justice Department to discuss the investigation, which continues, M&T said. A Justice Department spokeswoman declined to comment.
M&T said the investigations “could lead to administrative or legal proceedings resulting in potential civil and/or criminal remedies, or settlements, including, among other things, enforcement actions, fines, penalties, restitution or additional costs and expenses.”
In December 2011, the News Journal newspaper in Wilmington, Del., citing unidentified sources, reported that Wilmington Trust was the subject of an FBI criminal probe and that a federal grand jury was impaneled to hear evidence. The report also said the SEC was conducting its own investigation.
M&T’s $351 million stock purchase of Wilmington Trust, completed in May 2011, was the second-biggest acquisition in M&T’s history. Wilmington Trust was a Delaware institution. It was the state’s No. 1 bank, with a history stretching back more than a century to its founding by the president of DuPont Co.
At the time the deal was announced in the fall of 2010, Wilmington Trust was in disarray. Its stock had lost three-quarters of its value in the previous three years, and it had reported losses for six straight quarters, due in part to bad commercial real estate loans.
M&T officials said then that they had assessed the loan problems and risks, factoring those into the acquisition’s price. “We’ve done a fairly extensive review and we felt very comfortable,” M&T Chief Financial Officer Rene F. Jones said in a November 2010 interview.
Meanwhile, M&T, under an agreement with the Federal Reserve Bank of New York, is working to strengthen its anti-money laundering practices, a process that has delayed its planned acquisition of New Jersey-based Hudson City Bancorp. Some observers have speculated that M&T was subjected to tougher scrutiny because of M&T’s connection to Wilmington Trust, which has some overseas operations. But whether that factor contributed to the Federal Reserve’s scrutiny has not been disclosed.