UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 89758 / September 3, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-16098

In the Matter of

Wilmington Trust Corporation

Respondent.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On September 11, 2014, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a

Cease-and-Desist Order (the “Order”)1 against Wilmington Trust Corporation (the “Respondent”

or “WTC”). According to the Order, the administrative proceeding arose out of false and

misleading disclosures by WTC concerning its accruing loans past due 90 days or more over

multiple quarters during 2009 and 2010, its non-accruing loans in the third quarter of 2009, and

its reserves for loan losses in the third and fourth quarters of 2009. The Commission found,

among other things, that the Bank omitted almost $339 million in matured loans past due 90 days

or more from its disclosures in its filings with the Commission for the third quarter of 2009;

omitted over $330 million in matured loans past due 90 days or more from its disclosures in its

filings for the year ended 2009; and incorporated its false and misleading Form 10-K for 2009 by

reference in the offering materials for a February 2010 public offering in which the Bank sold

$287 million of its common stock. The Commission determined that, by its conduct, WTC

violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, and Sections 13(a),

13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,

13a-13, and 12b-20 thereunder. The Commission ordered the Respondent to pay a total of

$18,545,896.16 in disgorgement and prejudgment interest to the Commission. WTC has paid in

full and the $18,545,896.16 in disgorgement and prejudgment interest paid by WTC (the

“Distribution Fund”) is deposited in an interest-bearing account at the U.S. Treasury’s Bureau of

Fiscal Service.

1

Securities Act Rel. No. 9646 (Sept. 11, 2014).

In a related forfeiture action, United States v. $44,000,000 in United States Currency, 17cv-01416-RGA (D. Del.), in which the United States sought WTC’s forfeiture of all right, title,

and interest in $44 million traceable to false statements made by WTC in securities and

regulatory filings between the third quarter of 2009 and the second quarter of 2010, WTC

defaulted, resulting in forfeiture of $44 million to the Department of Justice (“DOJ”). DOJ has

sent $43,993,288.93, comprised of the forfeited funds less the expenses incurred by the

government in seizing those funds (the “Net Forfeited Funds”), to the Commission, so those

funds can be added to the Distribution Fund for distribution through a distribution plan approved

in the captioned proceeding. The Net Forfeited Funds have been added to the Distribution Fund.

The Distribution Fund is subject to the continuing jurisdiction and control of the

Commission.

On July 10, 2020, the Secretary, pursuant to delegated authority, published a Notice of

Proposed Plan of Distribution and Opportunity for Comment (the “Notice”) 2 pursuant to Rule

1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s

Rules”).3 The Notice advised interested persons that they could obtain a copy of the proposed

Plan of Distribution (the “Plan”) from the Commission’s public website at

http://www.sec.gov/litigation/fairfundlist.htm or by submitting a written request to Catherine E.

Pappas, United States Securities and Exchange Commission, One Penn Center, 1617 JFK Blvd.,

Ste. 520, Philadelphia, PA 19103.

The Notice also advised that all persons desiring to comment on the Plan could submit

their comments, in writing, no later than thirty (30) days from the publication of the Notice (1) to

the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street,

NE, Washington, DC 20549-1090; (2) by using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or (3) by sending an e-mail to rulecomments@sec.gov. The Commission received no negative comments on the Plan during the

comment period.

The Plan provides for the distribution of the Net Available Distribution Fund4 to

investors who purchased Wilmington Trust Corporation common stock from January 18, 2008

through October 31, 2010, inclusive, and who suffered an eligible loss as calculated under the

Plan.

The Division of Enforcement now requests that the Commission approve the Plan.

2

Exchange Act Rel. No. 89287 (July 10, 2020).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

3

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules,5 that the Plan is approved, and posted simultaneously with this order on the Commission’s

website at www.sec.gov.

For the Commission, by its Secretary, pursuant to delegated authority.

Vanessa A. Countryman

Secretary

5

17 C.F.R. § 201.1104.