For the second time in three years, Advanta Corp.s efforts to sell off various business lines have resulted in a buyers lawsuit.
Chase Manhattan Mortgage Corp. claims Advanta Corp. inflated the value of subprime mortgage assets that Chase acquired in March in the $1.6 billion purchase of Advantas mortgage business.
The deceit has cost Chase more than $67 million, says a 45-page lawsuit filed Thursday in the U.S. District Court for Delaware in Wilmington.
Advanta fraudulently concealed significant losses with the intent and effect of inflating the apparent value of its assets, the complaint says.
It accuses the Spring House, Pa., credit card company of breach of contract, violations of federal and state securities laws, common law fraud, and intentional and negligent misrepresentation.
In early 1999, FleetBoston Financial Corp. filed a similar suit. Fleet, which had purchased Advantas $10.5 billion-asset consumer credit card business in 1998, filed a $141 million suit against the company, claiming it misappropriated funds and misrepresented the condition of its portfolio. That case is scheduled to go to trial in Delaware Chancery Court this fall.
In an ironic twist, Fleet filed an injunction claim in February to block the sale of Advantas mortgage unit to Chase. At that time Fleet said that Advanta still owed $140 million under a contribution agreement made when the card portfolio was sold.
Fleet withdrew its claim after Advanta placed $70 million of its reserves in an escrow account in February. The mortgage asset sale closed on March 1.
Advanta officials dismissed Chases allegation, called the suit inappropriate, and pledged to put up a vigorous defense.
The lawsuit was completely unexpected, said Elizabeth Mai, Advantas senior vice president and general counsel, in an interview Friday. It has no merit.
Chase never talked to Advanta about the issues raised in the suit before it was filed, she said. Also, Chase had access to all relevant information in connection with the transaction, for months during its due diligence work, including Advantas employees, files, and data, she said.
Charlotte Gilbert-Biro, a spokeswoman for Chase Manhattan Mortgage, a unit of J.P. Morgan Chase & Co., said the lawsuit would not affect any of its borrowers.
Chase is not seeking to revoke the deal with Advanta, she said. As part of its lawsuit, it seeks monetary damages or to revoke only the sale of the limited assets at issue the residual interest part of a portfolio of mortgage-backed securities.
Residual interest securities are the riskiest pieces of any mortgage securitization. Holders of these securities are the last bondholders on a securitization to get paid, so they are the first hurt by any losses on the underlying mortgages. Residuals are usually held by the originator or servicer of the mortgages underlying the securitization as a requirement for issuing the securities.
The two suits, which make similar allegations from similar circumstances, beg the question of whether Advanta is a victim of disgruntled suitors, or whether it faces deeper issues.
They are very complex transactions, Ms. Mai said. And while its unfortunate, and we believe this lawsuit was inappropriate, its something that happens in the context of this kind of transaction.
Advantas stock took a hit as news of the suit spread. The shares fell 15.3% Friday, to close at $14.65.
Nonetheless, Ms. Mai said Advanta expects the complaint to have no impact on our continuing business, because we believe it has no merit.
Advantas $2 billion small-business card operations are still doing well, she said. Though the business credit card division generated $8.8 million of net income in the second quarter, the company reported a $7.2 million net loss.
Chris Wolfe, director of financial institutions ratings at Fitch Inc., said he was mildly surprised by Chases lawsuit against Advanta. We thought when they had sold the credit card business to Fleet, they had taken steps to avoid similar problems in future transactions, he said.