2nd UPDATE: Colonial BancGroup Target Of Criminal Probe
August 07 2009 - 5:56PM
Dow Jones News
Colonial BancGroup Inc.'s (CNB) struggle to find the capital to
survive received another severe blow with the bank's announcement
that it's the target of a federal criminal investigation.
The bank, which recently acknowledged it may not be able to
continue as a going concern, said Friday the Department of Justice
is investigating the lending division that originates mortgages the
bank doesn't intend to keep, as well as related accounting
irregularities over several years.
"It makes the bank radioactive" and a deal with either another
bank or private equity investors "very, very challenging," said
Lawrence Kaplan, a lawyer with Paul, Hastings, Janofsky &
Walker LLP.
Colonial said it received subpoenas from the Securities and
Exchange Commission related to the capital it set aside for soured
loans and its effort to participate in the U.S. Treasury's Troubled
Asset Relief Program, and from the Special Inspector General for
the TARP.
Further, the Montgomery, Ala., bank said the Alabama State
Banking Board will meet Aug. 12 and ask the bank to consent to be
taken into receivership by the Federal Deposit Insurance Corp.,
should the State Banking Department and the FDIC deem such action
necessary. The FDIC usually decides on Wednesdays which banks will
be closed the following Friday.
In essence, Colonial put the public on notice that "the patient
is in hospice," Kaplan said.
Colonial said it "continues to explore all possible
capital-raising alternatives" that would allow it to survive.
Over the past decade, Colonial grew through acquisitions in
dangerously hot banking markets such as Florida and Nevada. As the
company wrestled with mounting losses from souring loans to
residential developers, Robert E. Lowder, who founded the bank in
1981, left abruptly in June.
Colonial became one of the nation's largest warehouse lenders,
meaning it makes short-term loans to mortgage banks to tide them
over between the time that they make home loans and sell them to
other investors.
In March, after the Treasury Department told Colonial to come up
with capital before it would get TARP funds, home-loan provider
Taylor, Bean & Whitaker Mortgage Corp., which had close ties to
Colonial, led a group that pledged to provide the troubled bank
with a $300 million equity life line.
The financing deal fell apart last week, just days before U.S.
federal agents on Monday raided the Florida offices of Colonial and
Taylor Bean. On Wednesday, Taylor Bean closed its mortgage lending
business.
Lawyers suspect that the incestuous relationship between
Colonial and Taylor Bean attracted the attention of regulators and
the Justice Department.
Friday's announcement follows a slew of regulatory action
against Colonial, including cease and desist orders and demands by
authorities to raise capital quickly. The Federal Reserve ordered
Colonial to submit a capital plan by Aug. 21.
"The criminal investigation is not the killer in and by itself,
but it may be the straw that breaks the camel's back," said Kip
Weissman, a partner with law firm Luse Gorman Pomerenk & Schick
PC.
Whether the investigation is an impediment for a buyer is
another matter. It makes due diligence much harder, because a buyer
would assume that there are more issues that could surface, though
the example of the sale of Riggs National Bank a few years ago to
PNC Financial Services Group Inc. (PNC) shows a deal is manageable
even with the threat of a fine related to criminal charges.
Should Alabama state regulators and the FDIC allow Colonial to
fail, any fine would stick with the FDIC, according to Kaplan. In
bank bankruptcies, the FDIC sells the branches and as many assets
as it can, but the shelf holding company - and its legal
obligations - remain under FDIC receivership.
Colonial, with 354 branches and $26 billion in assets, has an
attractive branch network and deposit base for a buyer willing to
take the risk of bad loans or able to strike a deal with the FDIC
to guarantee some of Colonial's expected losses.
So far, the FDIC has had little incentive to let the bank fail
because there is apparently no run on the bank's deposits. The bank
is running out of equity fast, but "depositors seem to be numb" to
the bank's problems, said Sandler O'Neill & Partners LP analyst
Kevin Fitzsimmons.
Colonial BancGroup said Friday it plans to cooperate with the
investigation. The bank did not return calls seeking further
details.
Colonial's shares fell 30% to 49 cents.
-By Matthias Rieker and Tess Stynes, Dow Jones Newswires;
212-416-2471; matthias.rieker@dowjones.com