Blank-Check Firm's Deals Now Clouded

The impact of Colonial Bank's failure is rippling out to two other companies.

By seizing the Montgomery, Ala., unit of Colonial BancGroup Inc. on Friday and selling it to BB&T Corp., regulators nullified a contract that Colonial had made to sell 21 Nevada branches to a blank-check company, analysts said. Though BB&T has shown little interest in Nevada, analysts disagreed on whether the Winston-Salem, N.C., company was likelier to make good on Colonial's deal to sell them to Global Consumer Acquisition Corp., or put them up for auction itself.

Without those offices, Global Consumer's other proposed acquisition may be hard to justify. The company had agreed to buy 1st Commerce Bank in North Las Vegas from Capitol Bancorp Ltd., largely for the charter. It is a one-branch bank with assets of $45 million.

Cancelling both deals could mean curtains for Global Consumer. As a special-purpose acquisition company it must buy an operating business by Nov. 27 or dissolve itself. For Capitol, of Lansing, Mich., nixing the sale of 1st Commerce would be a blow to a broader effort to retrench and husband capital.

BB&T would not discuss its plans for the Nevada branches Monday, citing a quiet period ahead of a $750 million stock offering. When it announced the takeover of Colonial on Friday, the company noted that the failed bank had agreed to sell the Nevada offices and had put 22 Texas branches on the block. BB&T said then that it would "make a final decision on those branches at a later date."

Analysts said the Nevada branches are not something they expect BB&T to want because they are far away and comparatively small in scale. The company will likely end up divesting them, one way or another, they said.

"I think they will put them up for bid," said Michael Rose, an analyst at Raymond James & Associates. "From the BB&T vantage point, it is a small piece of Colonial's footprint and it doesn't fall within BB&T's southeastern footprint at this point."

Other analysts agreed BB&T would be more likely to sell than keep the branches, but said they thought that if selling to Global Consumer made the most sense for Colonial, it would likely make the most sense for BB&T, too.

"I anticipate they honor that deal because it is one less thing to deal with," said Chris Marinac, an analyst at FIG Partners LLC.

Jeff Davis, an analyst at First Horizon National Corp.'s FTN Equity Capital Markets, agreed the branches would most likely still go to Global Consumer.

"I would assume that when Colonial entered into that agreement that it was a competitive process and that everyone who wanted to take a look did and Colonial picked the highest bid," Davis said. "So that is why I would assume it goes back to them."

Ross Demmerle, an analyst with J.J.B. Hilliard, W.L. Lyons Inc., said at a 9% deposit premium, it would be hard to beat the price Global Consumer agreed to pay for Colonial's Nevada operations.

"This was the only group to take it at that price," he said. "They had capital and were willing to pay up for it, where most companies are trying to preserve capital now."

Even if BB&T decides to sell the 21 branches to someone else or keep them for itself, Global Consumer could find more opportunities in the Nevada market for deals if it completed the acquisition of Capitol's 1st Commerce.

Industry watchers pointed to the $1.52 billion-asset Community Bank of Nevada — which also failed on Friday, but did not have a buyer — as a potential opportunity for the blank-check company if its deal for the Colonial offices is not completed.

On Friday, hours before Colonial was seized, Global issued a press release saying it was encouraged by investor reactions to its proposed new banking company, to be called Western Liberty Bancorp. "We remain excited about the prospect of completing our transaction," Jason Ader, Global Consumer's chairman, said in the press release. "We have been able to proceed on an incredibly tight timeline and, after meetings with over 60 investor groups over the last few weeks, we are encouraged by the feedback."

Global Consumer did not return calls by press time. A spokeswoman for Capitol said the company would not discuss the status of the 1st Commerce deal.

Brad Milsaps, an analyst with Sandler O'Neill & Partners LP, said that on Friday he asked Capitol what Colonial's demise would mean for the Nevada deal, and Capitol told him they were unsure. Capitol is "looking to delever and sell some of their affiliates," Milsaps said. "From that standpoint, it is just something they thought they would be able to sell and couldn't. They are trying to delever and preserve capital, and this was just one way of doing it."

Since hiring KBW Inc.'s Keefe, Bruyette & Woods to help in April, the capital-strapped Capitol has announced the sale of five of its subsidiary banks, including the one in North Las Vegas.