Merger Information

Offices of Santa Cruz County Bank and Lighthouse Bank

Welcome!

We are pleased to provide information on the progress of our merger with Lighthouse Bank. We will continue to share information by updating this page. We encourage you to check back often for updates and important information or contact us if your questions are not answered in the information provided below. A full Welcome Guide will be provided to Lighthouse Bank customers in early 2020.

May

Monday
27

Tuesday
28

Wednesday
29

Thursday
30

Friday
31

Santa Cruz County Bank and Lighthouse Bank jointly announce agreement and plan of reorganization and merger (the "Agreement").

August

Monday
19

Tuesday
20

Wednesday
21

Thursday
22

Friday
23

 

Receipt of approval of merger from the Federal Deposit Insurance Corporation (FDIC).

September

Monday
15

Tuesday
16

Wednesday
17

Thursday
18

Friday
19

Receipt of approval of merger from the State of California Department of Business Oversight (DBO).

Santa Cruz County Bank and Lighthouse Bank Special Shareholder meetings, held separately by each entity, to vote on the merger.

October

Monday
14

Tuesday
15

Wednesday
16

Thursday
17

Friday
18

Closure of merger.

Tuesday, May 28, 2019

Santa Cruz County Bank and Lighthouse Bank jointly announce agreement and plan of reorganization and merger (the "Agreement").

Thursday, August 22, 2019

Receipt of approval of merger from the Federal Deposit Insurance Corporation (FDIC).

Tuesday, September 16, 2019

Receipt of approval of merger from the State of California Department of Business Oversight (DBO).

Thursday, September 19, 2019

Santa Cruz County Bank and Lighthouse Bank Special Shareholder meetings, held separately by each entity, to vote on the merger.

Friday, October 18, 2019

Closure of merger.

 

The following FAQ's are provided for Lighthouse Bank customers.

Q. Why are my accounts moving to Santa Cruz County Bank?

As the result of a successful merger vote of the shareholders of Santa Cruz County Bank and Lighthouse Bank and the required regulatory approvals from the Federal Deposit Insurance Corporation (FDIC) and the Department of Business Oversight (DBO), all Lighthouse Bank customers will become Santa Cruz County Bank customers following our systems conversion which is scheduled for April 2020.

Q. Will branch phone numbers change?

No, all branch phone numbers will remain the same.

Q. What happens to my FDIC Insurance when the two banks merge?

See FDIC coverage information section below.

Q. Will Lighthouse Bank offices be closed?

No. These will remain open - see locations tab below for additional information on the expansion of branches.

 

The following question and answers will help depositors understand their insurance coverage following the merger. Additional resources are available at fdic.gov.

Q. I have deposit accounts at Santa Cruz County Bank and Lighthouse Bank. What happens to my FDIC Insurance when the two banks merge?

When the merger closes*, and the deposit accounts at Lighthouse are acquired by Santa Cruz County Bank, the Lighthouse Bank deposits will be separately insured from any accounts a depositor may already have at Santa Cruz County Bank for an initial period of six months. This grace period is intended to give depositors an opportunity to restructure their accounts if the merger causes a depositor to have funds in excess of the insurance limits at Santa Cruz County Bank. If a depositor has funds at only Santa Cruz County Bank or Lighthouse Bank, this grace period will not apply, as the depositor's insurance coverage will be unaffected by the merger. *The merger closing date is October 18, 2019.

Q. I have a CD at Lighthouse, how will the merger affect my FDIC Insurance?

The CDs that will be acquired by Santa Cruz County Bank will be separately insured from pre-existing deposit accounts at Santa Cruz County Bank, subject to the following rules:

  1. Time deposits that mature after the initial six-month grace period remain separately insured until they mature.
  2. Time deposits that mature during the initial six month grace period and are renewed for the same time period and the same dollar amount as the original deposit (with or without accrued interest added to the principal amount), will continue to be separately insured until the first maturity date after the expiration of the six-month period.
  3. Time deposits that mature during the initial six month grace period and are renewed for a different dollar amount or a different time period (even if Santa Cruz County Bank does not offer CDs for the original time period), or time deposits that mature within the first six months and are not renewed and thereby become regular savings or demand deposits, are separately insured only until the end of the six-month period.

Q. Once the six month grace period has expired, I will have more than $250,000.00 on deposit and want it all to be FDIC insured, what are my options?

The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. Deposits held in different ownership categories are separately insured up to at least the $250,000 each. Designating beneficiaries can also increase coverage. For example, a revocable trust account including POD accounts.

 

Exchange of Lighthouse Bank stock for Santa Cruz County Bank stock

Q. What do I need to do to exchange my Lighthouse Bank stock for Santa Cruz County Bank stock?

If your shares are held in a brokerage account, your shares will automatically be exchanged for 0.5204 shares of Santa Cruz County Bank common stock. No fractional shares of Santa Cruz County Bank 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. Lighthouse Bank shareholders with stock certificates will need to complete the Letter of Transmittal included in the package and return their Lighthouse Bank stock certificate(s) by mail to Computershare for the exchange to Santa Cruz County Bank stock.

Q. I cannot find my Lighthouse Bank 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 Lighthouse Bank shares for Santa Cruz County Bank shares?

As a result of the merger, each Lighthouse Bank share has been cancelled an automatically converted into the right to receive the per share merger consideration consisting of 0.5204 of a share of Santa Cruz County Bank common stock. No fractional shares of Santa Cruz County Bank 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.

Q. Is the exchange of Lighthouse Bank stock for Santa Cruz County Bank stock a taxable event?

A description of the Merger Agreement was included in the Lighthouse Bank and Santa Cruz County Bank joint Proxy Statement/Offering Circular dated August 12, 2019 that was mailed under separate cover to Lighthouse Bank shareholders on or about August 15, 2019. You should read this carefully and in entirety. For certain information regarding the federal income tax consequences of the merger, see “Material Federal Income Tax Consequences” on pages 52 through 54 of the Joint Proxy Statement/Offering Circular, an excerpt of which is provided below:

Characterization of the Merger for Federal Income Tax Purposes. Santa Cruz and Lighthouse 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 Santa Cruz, Lighthouse 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 Santa Cruz and Lighthouse. No gain or loss will be recognized by Santa Cruz or Lighthouse as a result of the Merger.

Tax Consequences of the Merger for U.S. Holders of Lighthouse Common Stock. A U.S. holder that exchanges shares of Lighthouse common stock for the per share merger consideration, i.e., a combination of Santa Cruz common stock and cash, will recognize gain (but not loss), determined separately for each identifiable block of shares of Lighthouse common stock (generally, Lighthouse 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 Santa Cruz common stock received in the Merger, over such U.S. holder’s adjusted tax basis in the shares of Lighthouse 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 Santa Cruz common stock received by such U.S. holder in the Merger will equal such U.S. holder’s aggregate tax basis in the Lighthouse 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 Santa Cruz common stock received in the Merger will include the holding period for the shares of Lighthouse common stock exchanged therefor.

Q: What is the tax basis on the exchange of Lighthouse Bank for Santa Cruz County Bank shares?

As required by IRS regulations, we have filed a Form 8937 with the IRS in conjunction with the following organizational action: Santa Cruz County Bank (SCZC) acquired Lighthouse Bank (LGHT) effective October 21, 2019 for common stock and cash in lieu of any fractional shares. Holders of Lighthouse Bank stock should consult their tax advisors for additional information or with any questions.

Banking Locations

When the merger transaction is completed, the number of Santa Cruz County Bank branches will increase from five to seven. Both Lighthouse Bank branches, one in Santa Cruz and one in Cupertino, will remain as full service branches. After the merger is completed customers of both banks will have access to a total of seven branches, six in Santa Cruz County and one in Cupertino. In addition, Santa Cruz County Bank operates two ATM/ Night Depository kiosks.

These Lighthouse Bank locations will become Santa Cruz County Bank branches in the second quarter of 2020:

Directions to Lighthouse Bank's Santa Cruz office

Office Address: 2020 North Pacific Avenue, Santa Cruz CA 95060

Phone: 831.600.4000

Banking Hours: Monday - Thursday: 9:00am - 5:00pm; Friday: 9:00am - 6:00pm

Directions to Lighthouse Bank's Cupertino office

Office Address: 19240 Stevens Creek Blvd., Cupertino, CA 95014

Phone: 408.200.2880

Banking Hours: Monday - Friday: 9:00am - 5:00pm

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