Fitch Ratings has assigned an 'A-' Subordinated Debt Rating to M&T Bank Corporation (MTB) and its assumed obligation of People's United's $75MM 5.75% subordinated notes due 2024 following the merger with People's United Financial Inc (PBCT) that closed April 1, 2022.

These notes were previous assumed by PBCT as successor in interest by merger to United Financial Bancorp, Inc. on Nov. 1, 2019.

Key Rating Drivers

MTB's subordinated debt is notched one level below its Viability Rating (VR) for loss severity. In accordance with the Bank Rating Criteria, this reflects alternative notching from the base case of two notches due to Fitch's view of U.S. regulators' resolution alternatives for an entity like MTB, as well as early intervention options available to banking regulators under U.S. law.

Please refer to 'Fitch Affirms M&T Bank Corporation at 'A'; Outlook Remains Negative' rating action commentary published on Nov. 22, 2021 for more information on MTB's VR.

Rating Sensitivities

Factors that could, individually or collectively, lead to negative rating action/downgrade:

MTB's subordinated debt rating is sensitive to any change in the bank's VR.

The Rating Outlook is Negative for MTB's current 'A' Long-Term IDR and reflects the moderate risk Fitch sees in MTB not returning to benchmark financial performance associated. . The acquisition of PBCT extended Fitch's original time horizon for resolution of the Outlook which will likely be resolved later in the year.

Fitch communicated in November 2021 that MTB's ratings would be sensitive to rising non-accruals and impairments that exceed rating tolerance levels. This could be due to leisure travel not returning to pre-pandemic levels as quickly as forecasted, which would likely continue to pressure hotel loans, or from the integration of PBCT's loan book.

Furthermore, MTB's ratings could be negatively affected should Fitch observe reserves associated with PBCT's loan portfolio not be sufficient such that credit costs adversely affect MTB's earnings and/or capital.

Moreover, integration failures (including operational and information technology related) that result in large unexpected costs and cause MTB to not to achieve deal expected synergies could also pressure the rating.

Fitch expects MTB to continue to manage the common equity Tier 1 (CET1) ratio at or above 10%, especially during integration of PBCT. If CET1 were to migrate below this level in the immediate future, it would likely adversely affect the company's ratings.

Factors that could, individually or collectively, lead to positive rating action/upgrade:

MTB's Outlook could return to Stable should MTB exhibit declining or stabilizing non-accruals without commensurate credit losses. While the acquisition PBCT presents moderate integration risks, evidence of successful execution/integration while maintaining its conservative risk profile and capital at or above 10% could also result in an Outlook revision to Stable.

Best/Worst Case Rating Scenario

International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

RATING ACTIONS

Entity / Debt

Rating

M&T Bank Corporation

subordinated

LT

A-

New Rating

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VIEW ADDITIONAL RATING DETAILS

Additional information is available on www.fitchratings.com

PARTICIPATION STATUS

The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer's available public disclosure.

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