Global Consumer Acquisition Corp. Announces Agreements to Recapitalize Nevada Community Banks

LAS VEGAS — 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 – News), a $26 billion financial services company. The acquisitions will include approximately $440 million of loans and approximately $492 million in deposits; and.
• 1(st) Commerce Bank, a de novo Nevada bank formed by Capitol Bancorp Limited (NYSE: CBC – News) and local Nevada executives. 1(st) 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 1(st) Commerce Bank name.

1(st) 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 1(st) 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 1(st) 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 1(st) 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 14(th). 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.