If you don't like the rules, change them.
That's what one blank-check company did when a looming deadline threatened its plans to buy a Nevada bank.
Global Consumer Acquisition Corp., which raised $310 million in capital when it went public two years ago, had until Nov. 27 to complete a deal or dissolve itself.
It managed to convince shareholders to eliminate the deadline — a rare twist that could be the key to preventing yet another blank-check deal from falling apart.
Still, some took back their money, leaving the company with about a third of its initial cash pile.
Floyd Wittlin, a partner in the New York office of Bingham McCutchen LLC, who has worked with blank-check companies, said this is the first time he has seen one drop a deadline entirely rather than simply extend it.
Wittlin said that even extensions are uncommon, but that more blank-check companies could see these as an attractive option in coming months, especially if they decide to target the banking sector, where an acquisition can take six months or more to get regulatory approval.
There are roughly eight blank-check companies that have raised more than $30 million each to invest, and most are set to expire soon.
"It wouldn't be difficult to imagine that people interested in making acquisitions in the banking space would seek to get extensions or they won't get their deal done," Wittlin said.
Global Consumer, which has renamed itself Western Liberty Bancorp, intends to acquire a small bank and build it, partly by rolling up failed institutions.
After losing one deal and calling off another, it has settled on buying the $204 million-asset Service 1st Bank of Nevada in Las Vegas.
It signed a letter of intent to do so in September and reached a definitive agreement this month. (Western Liberty has said the price would be paid entirely in stock and equate to the book value of Service 1st at the closing.)
It still needs shareholders and regulators to approve the deal, which observers said would be unlikely to happen within a few weeks.
Western Liberty offered its investors the option of getting their money back when it asked them to remove the deadline and make the company perpetual.
After returning $211 million, the company now has $105 million to invest in its target bank, according to a filing with the Securities and Exchange Commission.
Blank-check companies, also known as special-purpose acquisition companies, rarely succeed in doing a bank deal. Community Bankers Acquisition Corp.'s June 2008 takeover of two Virginia banks is believed to be the only example of a completed transaction.
Such companies, which are set up to do an acquisition in any industry, typically have a two-year deadline to buy something, before they must return all of the money to investors.
The $4 billion-asset Frontier Financial Corp. in Everett, Wash., had a deal with SP Acquisition Holdings Inc., a New York blank-check company, that fell apart last month, when they could not get regulatory approval by SP's Oct. 10 deadline.
SP has since dissolved itself.
Charles "Stormy" Greef, a managing partner at the law firm Hunton & Williams LLP in Dallas, said he is surprised that investors in a blank-check company would agree to remove the deadline.
"That is sort of inconsistent with the general concept of a SPAC," he said. "Your money is tied up in perpetuity there."
Greef said one of the reasons for the deadline is that investors usually want the option to do something else with their money at some point. An investor may choose to invest with a group because they believe there is an opportunity in a particular segment but over a period of time the economy changes and the opportunities may pass.
Stephen Skaggs, the president of Bank Advisory Group, an investment bank in Austin, said he would be skeptical of giving so much control to management with no restrictions.
"It seems to me there ought to be some deadline," Skaggs said. "I wouldn't be too enthused about it unless I knew the organizers and the organizers' intentions."
James Rockett, who co-heads the financial institutions corporate and regulatory group at Bingham McCutchen in San Francisco, said having a deal pending likely gave the Western Liberty shareholders the confidence to dissolve the deadline.
"It is going to be a lot easier to convince people to extend when there is a tangible transaction available," he said.
Service 1st is Western Liberty's third try at an acquisition.
In July it announced two deals simultaneously, neither one still in the works. Its deal to acquire the Nevada branches of the $25 billion-asset Colonial Bank in Montgomery, Ala., ended when regulators seized the bank and sold it to BB&T Corp. in Winston-Salem, N.C. Colonial had agreed to sell 21 branches, $441 million of loans and $492 million of deposits to Western Liberty.
At the time, Western Liberty, which needed a bank charter to complete the branch deal, also had agreed to buy the $45 million-asset 1st Commerce Bank in North Las Vegas, a subsidiary of the struggling, $5.3 billion-asset Capitol Bancorp Ltd. in Lansing, Mich.
That deal was terminated last week, even though Western Liberty shareholders had approved it.
Mike Moran, Capitol's chief of capital markets, said the deal was called off because it no longer made sense for Western Liberty.
"They wanted to build in Nevada, and 1st Commerce was planned to be a part of the branch purchase," he said. "Without that deal, the reason for our deal ceased to exist."
Moran said no regulatory issues had held up the deal.
Calls to Western Liberty, which is run by Hayground Cove Asset Management LLC in New York, were not returned. William A. Martin, Service1st's chief executive, declined to comment.
After being jilted by its blank-check company, Frontier said it would resume looking for an investor to beef up its capital levels.
Frontier said it had received a lot of interest from investors after it had signed the deal with SP Acquisition and felt optimistic about securing a new deal for a capital infusion.
The company, which is operating under a regulatory agreement, reported a $141 million loss for the third quarter. At Sept. 30 the total risk-based capital ratio for its bank unit was 5.35%, which regulators consider significantly undercapitalized.
