The Bancorp in Wilmington, Del., is being investigated by the Securities and Exchange Commission for restating more than three years of financial statements.
The $4.4 billion-asset company also disclosed in a regulatory filing that the Internal Revenue Service plans to audit its 2012, 2013 and 2014 tax returns.
The Bancorp said the SEC is looking into a decision to restate financials for 2010 through 2013, along with the first three quarters of 2014. The restatements were filed last September. The company, which said in the filing that it is cooperating with the probe, said the SEC is looking into the "facts and circumstances underlying the restatement."
Costs tied to the SEC's investigation could be material, the filing warned.
The Bancorp also said it had retained outside counsel after receiving a letter from a shareholder's attorney "demanding inspection of its books and records." The letter also stated that the investor plans to investigate the actions of the company's officers and directors with the intent of filing a derivative lawsuit. The lawsuit would seek damages and "other remedies" from certain officers and directors, the filing said.
The filing also disclosed the identities of the firms that recently participated in a $74 million capital raise at the company.
Pilgrims & Indians Capital and Castle Creek Capital were the investors that, under terms of the placement, are allowed to each add a representative to The Bancorp's board as long as each firm owns at least 4% of the company's common stock.
The Bancorp also disclosed that it paid Pilgrims & Indians Capital $250,000 to reimburse the firm for "the substantial time and effort" tied to the private placement. The company paid Castle Creek $20,000 to cover the investor's legal fees associated with the placement.