Agreements for Concurrent Acquisitions of Nevada Bank Franchises of
Colonial Bank and of 1st Commerce Bank to Create "New" Nevada
Financial Institution With 22 Branches, $477 million of Gross Loan
Assets, $320 million of Transaction Account Deposits, and $214
million in Time Deposits Experienced Management Team With Strong
Balance Sheet and Growth Potential Poised to Benefit From Nevada's
Business Friendly Environment LAS VEGAS, July 14 /PRNewswire/ --
Global Consumer Acquisition Corp. (GCAC) announced today entry into
agreements for concurrent acquisitions of: -- The Nevada branch
operations and certain assets of Colonial Bank, a subsidiary of The
Colonial BancGroup, Inc. (NYSE:CNB), a $26 billion financial
services company. The acquisitions will include approximately $440
million of loans and approximately $492 million in deposits; and.
-- 1st Commerce Bank, a de novo Nevada bank formed by Capitol
Bancorp Limited (NYSE:CBC) and local Nevada executives. 1st
Commerce carries a Nevada bank charter under which the combined
entity will continue to operate. Post-closing, GCAC will be the
largest recapitalization of a newly formed commercial bank holding
company by a SPAC in US history, and be re-named Western Liberty
Bancorp (WLB). WLB will become a bank holding company and its
banking operations will be conducted through its newly acquired
subsidiary, which will retain the 1st Commerce Bank name. 1st
Commerce Bank will have 22 branch locations in the State of Nevada.
WLB will have approximately $477 million of Gross Loan Assets, $320
million of Transaction Account Deposits and $214 million in Time
Deposits, with residual brokered deposits of less than $13 million.
WLB will focus on conservative business and commercial real estate
lending, consumer lending, trade finance and depository products.
WLB, through GCAC's management oversight, will be instrumental in
overseeing the credit processes of 1st Commerce Bank, and will be
ideally positioned to capitalize on recent financial market
turmoil, troubled assets and increased regional and commercial
banking closures over the past twelve months. The recapitalization
plan is anticipated to create what is likely to be a substantially
"over capitalized" financial institution to benefit from tight
lending markets and current economic conditions. High Quality
Balance Sheet As part of the acquisition process, GCAC had the
opportunity to select which assets of Colonial Bank it would
acquire. GCAC and its outside consultants and advisors also
performed a thorough analysis of 1st Commerce Bank's loan
portfolio. GCAC engaged Crowe Horwath LLP, Proskauer Rose LLP and
Brownstein Hyatt Farber Schreck, LLP to assist in reviewing the
loan portfolios of both Colonial's Nevada Region and 1st Commerce
Bank. Transaction Valuation GCAC expects to "create" WLB at a
compelling valuation of approximately 1.29x projected initial
tangible book value of $255.7 million (subject to final purchase
accounting adjustments) and 1.11x initial book value on a GAAP
basis with a 32% capital ratio (assuming all public shares remain
outstanding following the closing of the acquisitions) suggesting
significant opportunity to grow the balance sheet. Notably, GCAC
has self-selected the substantial majority of its loan portfolio in
an effort to minimize "legacy loan" exposure. Experienced
Management to Drive Growth Strategy Western Liberty Bancorp's
management team will have significant experience in growing core
deposits and deep relationships in the local community, and expects
to retain and expand its core deposit base through its branch
network and traditional business and private banking. WLB expects
to capitalize on its well-established community relationships to
source loans while leveraging the credit background of its
management team to increase the efficiency and effectiveness of its
underwriting processes. Additionally, the local team will be
complemented by GCAC's sponsorship, which enjoys a long history in
the financial services industry with extensive experience in credit
processes. Mark Daigle has served as President/CEO of Colonial
Bank's Nevada operations, and has led the growth of the business
from approximately $250 million in deposits in 2001 to almost $1
billion, and from 8 to 22 branches, within eight years. Daigle has
been an active member of both the business and civic communities of
Nevada throughout this time. After receipt of all necessary
regulatory approvals for the two transactions, Daigle will serve as
President and CEO of 1st Commerce Bank, and will serve on the Board
of Directors of WLB. Jason Ader, highly regarded by the investment
community as one of the country's foremost investors in the real
estate, gaming and hospitality industries will serve as Chairman
and Chief Executive Officer of WLB and Chairman of 1st Commerce
Bank. Ader serves on the Board of Directors of Las Vegas Sands
Corp, and is founder and CEO of Hayground Cove Asset Management, a
New York-based investment management firm. Daniel Silvers will
serve as President of WLB and will serve on WLB's Board of
Directors. Silvers, President of Hayground Cove Capital Partners
LLC, previously had responsibility for gaming and real estate
investments at Fortress Investment Group, a leading global
alternative asset manager. Silvers has been instrumental in
transactions within the real estate, gaming and hospitality
industries totaling over $13 Billion. Laus Abdo will serve as Chief
Operating Officer of WLB, bringing over 20 years of Nevada based
experience in commercial real estate and gaming lending. Deep
Nevada Expertise and Market Knowledge "We are pleased to utilize
our SPAC investment vehicle to create this "new" Nevada financial
institution, which will benefit investors and consumers alike. This
transaction is a positive step for the Nevada banking system, as we
expect our self-selected loan portfolio and well-capitalized
balance sheet will enable us to lend and acquire loan assets at
attractive levels. WLB plans to be a very active partner in
government-assisted deals involving other depository institutions,
and will seek organic growth in deposits driven by our strong
branch network and external growth through prudent acquisitions.
Few of our competitors have the capital and the team required to
execute on our business plan in today's economic environment," said
Jason Ader, future Chairman and Chief Executive Officer of Western
Liberty Bancorp. "We are creating what we expect to be recognized
by consumers and local businesses as the dominant community bank in
Nevada, given our strong capital base and balance sheet. We have an
outstanding Nevada banking team, and are very excited about the
future," said Mark Daigle, future President and CEO of 1st Commerce
Bank. "Nevada continues to offer one of the most favorable business
environments in the country, which combined with a revitalized
platform for growth makes for a truly winning formula. As with the
predecessor operations, we will continue to be strong supporters of
the business and civic communities in which we operate." Financial
Sponsorship Hayground Cove Asset Management and GCAC have entered a
financing arrangement to provide Hayground Cove with commitments of
up to $140 million, with GCAC committing to purchase the shares at
Hayground's basis post-closing. Such commitments are subject to a
restructuring of all warrants in a manner acceptable to Hayground
Cove. Approvals The proposed transaction has received the necessary
approvals from the respective board of directors of the entities
involved in the transactions, and is subject to regulatory
approvals and other customary closing conditions. Overall timing of
closing of a transaction will be driven by the timing of regulatory
approvals. Conference Call: A conference call will be held today,
at 10 AM EST Tuesday, July 14th. Participants may dial in to
1-866-394-6573, Conference ID # 20170496 A digital recording of
conference will be available for replay two hours after the call's
completion. To access the recording, guests will dial
1-800-642-1687 or 1-706-645-9291. About Global Consumer Acquisition
Corp. Global Consumer Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, capital stock
exchange, asset or stock acquisition, exchangeable share
transaction, joint venture or other similar business combination
with one or more domestic or international operating businesses.
Company Contact: Andrew Nelson Chief Financial Officer Global
Consumer Acquisition Corp. (212) 445-7800 Additional information
and Where to Find It GCAC intends to file a proxy statement with
the Securities and Exchange Commission in connection with the
special meeting of the GCAC stockholders to approve the proposed
transactions (the "Special Meeting Proxy Statement"). Stockholders
of GCAC and other interested persons are advised to read, when
available, the Special Meeting Proxy Statement in connection with
GCAC's solicitation of proxies for the special meeting because they
will contain important information. The Special Meeting Proxy
Statement will be mailed to GCAC stockholders as of a record date
to be established for voting on the proposed transactions.
Stockholders will also be able to obtain a copy of the Special
Meeting Proxy Statement without charge, by directing a request to:
Global Consumer Acquisition Corp., 1370 Avenue of the Americas,
28th floor, New York, New York 10019, Attention: Mr. Andrew Nelson.
Free copies of these documents, once available, can also be
obtained, without charge, on GCAC's website or at the SEC's
internet site (http://www.sec.gov/). In addition to the proposed
Special Meeting Proxy Statement, GCAC files annual, quarterly and
special reports, proxy statements and other information with the
SEC. Free copies of these documents can be obtained, without
charge, on GCAC's website or at the SEC's internet site
(http://www.sec.gov/). GCAC, 1st Commerce Bank, Capitol
Development, Colonial Bank and their respective directors,
executive officers, affiliates and other persons may be deemed to
be participants in the solicitation of proxies for the special
meeting of GCAC stockholders to be held to approve the proposed
transactions. Additional information regarding the interests of
potential participants will be included in the proxy statement and
other materials to be filed by GCAC with the SEC. PARTICIPANTS WILL
BE INCLUDED IN THE SPECIAL MEETING PROXY STATEMENT AND OTHER
MATERIALS TO BE FILED BY GCAC WITH THE SEC Risks and Uncertainties;
Forward-Looking Statements This release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Forward-looking
statements include, but are not limited to, statements regarding
our expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipates," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this report are based on our current
expectations and beliefs concerning future developments and their
potential effects on us and speak only as of the date of such
statement. There can be no assurance that future developments
affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, (i) the risk that the businesses of GCAC and 1st
Commerce and the assets of the Nevada branch franchise of Colonial
Bank will not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected; (ii)
expected revenue synergies and cost savings from the acquisitions
may not be fully realized or realized within the expected time
frame; (iii) revenues following the acquisitions may be lower than
expected; (iv) deposit attrition, operating costs, customer loss
and business disruption following the acquisitions, including,
without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (v) the ability to obtain
governmental and regulatory approvals of the acquisitions on the
proposed terms and schedule; (vi) the failure of our shareholders
to approve the acquisitions; (vii) local, regional, national and
international economic conditions and the impact they may have on
us upon consummation of the acquisitions and our customers and our
assessment of that impact; (viii) changes in interest rates,
spreads on earning assets and interest-bearing liabilities, and
interest rate sensitivity; (ix) prepayment speeds, loan
originations and credit losses; (x) sources of liquidity; (xi) our
common shares outstanding and common stock price volatility; (xii)
fair value of and number of stock-based compensation awards to be
issued in future periods; (xiii) legislation affecting the
financial services industry as a whole, and/or the parties to the
acquisition and their subsidiaries individually or collectively;
(xiv) regulatory supervision and oversight, including required
capital levels; (xv) increasing price and product/service
competition by competitors, including new entrants; (xvi) rapid
technological developments and changes; (xvii) our ability to
continue to introduce competitive new products and services on a
timely, cost-effective basis following the consummation of the
acquisitions; (xviii) the mix of products/services; (xix)
containing costs and expenses; (xx) governmental and public policy
changes; (xxi) protection and validity of intellectual property
rights; (xxii) reliance on large customers; (xxiii) technological,
implementation and cost/financial risks in large, multi-year
contracts; (xxiv) the outcome of pending and future litigation and
governmental proceedings; (xxv) continued availability of
financing; (xxvi) financial resources in the amounts, at the times
and on the terms required to support our future businesses; and
(xxvii) material differences in the actual financial results of
acquisitions and acquisition activities compared with our
expectations, including the full realization of anticipated cost
savings and revenue enhancements. Additional factors that could
cause our results to differ materially from those described in the
forward-looking statements can be found under the heading "Risk
Factors" filed in our Annual Report on Form 10-K for the year ended
December 31, 2008. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. For further
discussion of certain factors that may cause such forward-looking
statements to differ materially from actual results, refer to
GCAC's Form 10-K for fiscal year 2008 and other public documents
are available on the SEC's internet site (http://www.sec.gov/). We
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws. Contact: Ronn Torossian, 5W Public Relations,
+1-212-999-5585, DATASOURCE: Global Consumer Acquisition Corp.
CONTACT: Ronn Torossian of 5W Public Relations, +1-212-999-5585, ;
or, Andrew Nelson, Chief Financial Officer of Global Consumer
Acquisition Corp., +1-212-445-7800
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