Shareholder Information
Exchange of 1st Capital Bancorp (FISB) stock for West Coast Community Bancorp (SCZC) stock
Q. What do I need to do to exchange my 1st Capital Bancorp stock for West Coast Community Bancorp stock?
If your shares are held in a brokerage account, your shares will automatically be exchanged for 0.36 shares of West Coast Community Bancorp common stock. No fractional shares of West Coast Community Bancorp stock will be issued. Instead, you will receive an amount in cash (without interest), rounded to the nearest cent, equal to the value of your fractional share interest.
If your shares are held in certificate form, you will receive a package by mail from Computershare, our Stock Transfer Agent, with instructions on how to exchange your shares. 1st Capital Bancorp shareholders with stock certificates will need to complete the Letter of Transmittal included in the package and return their 1st Capital Bancorp stock certificate(s) by mail to Computershare for the exchange to West Coast Community Bancorp stock.
Q. I cannot find my 1st Capital Bancorp stock certificate. What do I do?
If you cannot locate some or all of your certificates, please complete the Lost Securities Affidavit which is included within the aforementioned packet of material you will be receiving by mail from Computershare, our Stock Transfer Agent.
If your shares are held in a brokerage account, there is nothing you need to do.
Q. What is the exchange rate for exchanging 1st Capital Bancorp shares for West Coast Community Bancorp shares?
As a result of the merger, each 1st Capital Bancorp share has been cancelled and automatically converted into the right to receive the per share merger consideration consisting of 0.36 of a share of West Coast Community Bancorp common stock. No fractional shares of West Coast Community Bancorp stock will be issued. Instead, you will receive an amount in cash (without interest), rounded to the nearest cent, equal to the value of your fractional share interest.
Q. Where can I call with questions about the package I received from Computershare?
You may direct any questions regarding the Letter of Transmittal to Computershare at (800) 546-5141.
You can also send an email to investorrelations@sccountybank.com
Q. Is the exchange of 1st Capital Bancorp stock for West Coast Community Bancorp stock a taxable event?
A description of the Merger Agreement was included in the 1st Capital Bancorp and West Coast Community Bancorp joint Proxy Statement/Offering Circular dated August 8, 2024 that was mailed under separate cover to 1st Capital Bancorp shareholders on or about August 12, 2024. You should read this carefully and in its entirety. For certain information regarding the federal income tax consequences of the merger, see “Material Federal Income Tax Consequences” on pages 82 and 83 of the Joint Proxy Statement/Offering Circular, an excerpt of which is provided below:
Characterization of the Merger for Federal Income Tax Purposes. West Coast Community Bancorp (SCZC) and 1st Capital Bancorp (FISB) intend that the merger qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Each recipient of this joint proxy statement/offering circular should consult his, her, or its tax advisor as to the United States federal income tax consequences to West Coast Community Bancorp, 1st Capital Bancorp and to such recipient if the merger does not qualify as a "reorganization." For purposes of the discussion that follows, it is assumed that the merger will qualify as a "reorganization."
Tax Consequences of the Merger for West Coast Community Bancorp and 1st Capital Bancorp. No gain or loss will be recognized by West Coast Community Bancorp or 1st Capital Bancorp as a result of the merger.
Tax Consequences of the Merger for U.S. Holders of 1st Capital Bancorp Common Stock. A U.S. holder that exchanges shares of FISB common stock for the per share merger consideration, i.e., a combination of SCZC common stock and cash, will recognize gain (but not loss), determined separately for each identifiable block of shares of FISB common stock (generally, FISB common stock acquired at the same cost in a single transaction) that is exchanged in the merger, equal to the lesser of; (i) the excess, if any, of the amount of cash for fractional shares plus the fair market value of any SCZC common stock received in the merger, over such U.S. holder’s adjusted tax basis in the shares of FISB common stock surrendered by such U.S. holder in the merger and (ii) the amount of cash for fractional shares received by such U.S. holder in the merger.
A U.S. holder's aggregate tax basis in the SCZC common stock received by such U.S. holder in the Merger will equal such U.S. holder’s aggregate tax basis in the FISB common stock surrendered in the merger, increased by the amount of taxable gain or dividend income (discussed below), if any, recognized by such U.S. holder in the merger, and decreased by the amount of cash for fractional shares received by such U.S. holder in the merger. The holding period for the shares of SCZC common stock received in the merger will include the holding period for the shares of FISB common stock exchanged therefor.
Q: What is the tax basis on the exchange of 1st Capital Bancorp for West Coast Community Bancorp shares?
As required by IRS regulations, we have filed a Form 8937 with the IRS in conjunction with the following organizational action: West Coast Community Bancorp (SCZC) acquired 1st Capital Bancorp (FISB) effective October 1, 2024 for common stock and cash in lieu of any fractional shares. Holders of 1st Capital Bancorp stock should consult their tax advisors for additional information or with any questions.
