falseFIRST COMMONWEALTH FINANCIAL CORP /PA/25-14285282024FY000071253700007125372024-12-182024-12-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
  
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2024
 
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania001-1113825-1428528
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
601 Philadelphia Street
Indiana, PA15701
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☒     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueFCFNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01.Other Events
On December 18, 2024, First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and CenterGroup Financial, Inc., an Ohio corporation (“CGFI”) issued a joint press release (“Press Release”) announcing their entry into an Agreement and Plan of Merger, pursuant to which, subject to the terms and subject to the conditions set forth therein, CGFI will merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger.
A copy of the Press Release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
Exhibits
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the Merger, the Company will file a registration statement on Form S‑4 with the Securities and Exchange Commission (“SEC”). The registration statement will include a proxy statement for CGFI, and a prospectus of the Company, that will be sent to CGFI’s shareholders seeking certain approvals related to the proposed Merger.
THE SHAREHOLDERS OF CGFI ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents the Company has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents the Company has filed with the SEC by contacting Matthew C. Tomb, General Counsel, First Commonwealth Financial Corporation, 601 Philadelphia Street, Indiana, PA 15701, telephone: (800) 711-2265, and may obtain free copies of the proxy statement/prospectus by contacting Alyssa Zeman, Chief Financial Officer, CenterGroup Financial Inc., 744 State Route 28, Milford, OH 45150, telephone: (513) 965-8515.
CGFI and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of CGFI in connection with the proposed Merger. Information concerning such participants’ ownership of CGFI common stock will be set forth in the proxy statement/prospectus relating to the Merger when they become available.
The information in this Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed Merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-looking Statements:
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of the Company and CGFI.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in Company reports filed with the SEC and those identified elsewhere in this Current Report on Form 8-K, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to


obtain regulatory approvals in a timely manner and without significant expense or other burdens; ability to meet other closing conditions to the Merger, including approval by CGFI shareholders; delay in closing the Merger; difficulties and delays in integrating the businesses of CGFI and Company or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Company products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize anticipated cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and the actions and policies of the federal and state bank regulatory authorities and legislative and regulatory actions and reforms. Company and CGFI undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this report.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 18, 2024
 
FIRST COMMONWEALTH FINANCIAL CORPORATION
By:   /s/ James R. Reske
Name: James R. Reske
Title: Executive Vice President, Chief Financial Officer and Treasurer


                                                
Exhibit 99.1
fcba.jpgcba.jpg
                    
First Commonwealth Financial Corporation Expands Presence in Cincinnati with Acquisition of
CenterGroup Financial, Inc.
First Commonwealth Financial Corporation (“First Commonwealth”) (NYSE: FCF), the holding company for First Commonwealth Bank, and CenterGroup Financial, Inc. (“CenterGroup”), the holding company for CenterBank, today jointly announced the signing of an Agreement and Plan of Merger (“Agreement”) providing for the merger of CenterGroup with and into First Commonwealth in an all-stock transaction valued at approximately $54.6 million in the aggregate, based upon the closing stock price of First Commonwealth as of December 17, 2024. Following the merger of CenterGroup with and into First Commonwealth, CenterBank will merge with and into First Commonwealth Bank.
The business combination will significantly increase First Commonwealth’s presence in the Cincinnati market, adding approximately $348.4 million of total assets[1], 3 branch locations, a loan production office and a mortgage office to First Commonwealth’s Cincinnati franchise. The transaction helps further First Commonwealth’s commercially focused strategy within the Cincinnati market by adding a customer base that is 65% business.
Under the terms of the Agreement, which has been approved by the boards of directors of both companies, CenterGroup shareholders will be entitled to receive a fixed exchange ratio of 6.10 shares of First Commonwealth common stock for each CenterGroup common share. The merger is expected to qualify as a tax-free reorganization and is expected to be completed in the first half of 2025, subject to certain closing conditions, including approval by CenterGroup shareholders and customary bank regulatory approvals.
“We are pleased to welcome CenterBank into our organization, further expanding our commercial franchise within the attractive Cincinnati market. We have known the CenterBank team for a long time and believe their customer-focused, commercially oriented business model is a strong cultural alignment and augments our existing Cincinnati growth plans,” said Mike Price, President and Chief Executive Officer of First Commonwealth. “The expansion of our branch network within greater Cincinnati allows us to attract additional talent, create meaningful customer relationships and deepen our penetration within the market.”
“We are excited to partner with First Commonwealth’s growing and profitable franchise and believe the cultural alignment between our organizations is the ideal next chapter for CenterBank’s customers, employees and shareholders. We have admired First Commonwealth’s business and reputation within this market and are excited to be a part of its further expansion in Cincinnati. This combination also adds expanded banking products to our organization resulting in an enhanced experience for our customers, employees and community,” said Stewart Greenlee, President and Chief Executive Officer of CenterGroup.
Excluding certain one-time merger charges, the transaction is expected to be approximately 2% accretive to First Commonwealth’s earnings in 2025, and approximately 3% accretive to earnings in 2026 once anticipated cost savings are fully phased in. Estimated tangible book value dilution is expected to be less than 2%, including the impact of estimated one-time charges.
Advisors
Raymond James & Associates, Inc. is serving as financial advisor and Squire Patton Boggs (US) LLP is serving as legal counsel to First Commonwealth. Janney Montgomery Scott is serving as financial advisor and Dinsmore & Shohl, LLP is serving as legal counsel to CenterGroup.
About First Commonwealth Financial Corporation
First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services Company with 125 community banking offices in 30 counties throughout western and central Pennsylvania and throughout Ohio, as well as commercial lending operations in Pittsburgh and Harrisburg, Pennsylvania, and Canton,
[1] As of September 30, 2024
                                                
Cleveland, Columbus and Cincinnati, Ohio. The Company also operates mortgage offices in Wexford, Pennsylvania, as well as Hudson and Lewis Center, Ohio. First Commonwealth provides a full range of commercial banking, consumer banking, mortgage, equipment finance, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.
About CenterGroup Financial Corporation
CenterGroup’s wholly owned subsidiary, CenterBank, founded in 2000, was built upon an old concept: community banking. CenterBank knows its customers on a first name basis, keeps an open-door policy, and works hard to find common sense solutions for its customers. Specific product sets have been developed for deposits, residential mortgages and full-service banking to owner-managed businesses in the Greater Cincinnati market. CenterBank specializes, and that gives it the opportunity to deliver best in class service to its specific customer niche while effectively managing operating risk. CenterBank has sought to maximize growth within the constraints of acceptable profitability and capital levels to ensure stable and positive regulatory ratings. To learn more about CenterGroup and CenterBank please visit www.center.bank.
Forward-looking Statements:
This joint press release of First Commonwealth and CenterGroup contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of First Commonwealth and CenterGroup.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in First Commonwealth reports filed with the Securities and Exchange Commission and those identified elsewhere in this press release, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals in a timely manner and without significant expense or other burdens; ability to meet other closing conditions to the merger, including approval by CenterGroup shareholders; delay in closing the merger; difficulties and delays in integrating the businesses of CenterGroup and First Commonwealth or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of First Commonwealth products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize anticipated cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and the actions and policies of the federal and state bank regulatory authorities and legislative and regulatory actions and reforms. First Commonwealth and CenterGroup undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.


CONTACT
Media Relations:
Ron Wahl
Communications and Media Relations
Phone: 724-463-6806
E-mail: RWahl@fcbanking.com

Investor Relations:
Ryan M. Thomas
Vice President / Finance and Investor Relations
Phone: 724-463-1690
E-mail: RThomas1@fcbanking.com


1 ACQUISITION OF CENTERGROUP FINANCIAL, INC. DEVELOPING MARKET SHARE IN THE CINCINNATI MSA Source: S&P Capital IQ Pro (1) Map only depicts FCF branches located in the Cincinnati MSA (2) Based on average deposit balances for the quarter ended September 30, 2024 (3) Assumes 50% phase-in of cost savings in 2025 and 100% phase-in thereafter Franchise Overview – Cincinnati MSA(1) Key Transaction Assumptions Market Share Gain – Cincinnati MSA(2) Pro Forma Financial Impact In-Market # of Deposits Market Bank Rank Locations ($MMs) Share CenterGroup 24/56 5 $228.7 0.1% FCF 31/56 5 $126.5 0.1% Pro Forma 21/56 10 $355.2 0.2% ▪ Fixed exchange ratio of 6.10 shares of FCF common stock for each share of CenterGroup stock o 153% P / TBV; 15.3x P / 2025 Earnings (based on FCF’s closing price of $17.84 as of December 17, 2024) ▪ Approximately 40% cost savings, with 50% realized in 2025 and 100% realized thereafter ▪ Pre-tax merger-related charges of ~$5.7 million (1.6x fully phased-in cost savings) ▪ 2.50% gross credit mark (apx. 35% PCD / 65% non-PCD) ▪ 4.00% interest rate mark 20%+ Internal Rate of Return 1.9% 2025 EPS Accretion(3) 3.1% 2026 EPS Accretion(3) -1.4% TBV Dilution (at close) < 3.0 yrs. TBV Earnback 8.9% Pro Forma TCE Ratio FCF (5/127) CG Branches CG LPO CG Mortgage Center Exhibit 99.2

 
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Document and Entity Information Document and Entity Information
Dec. 18, 2024
Document Information [Line Items]  
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Entity Registrant Name FIRST COMMONWEALTH FINANCIAL CORP /PA/
Document Fiscal Year Focus 2024
Entity Address, State or Province PA
Entity File Number 001-11138
Entity Tax Identification Number 25-1428528
Document Type 8-K
Entity Address, Address Line One 601 Philadelphia Street
Entity Address, City or Town Indiana,
Entity Address, Postal Zip Code 15701
Document Period End Date Dec. 18, 2024
City Area Code 724
Local Phone Number 349-7220
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Document Fiscal Period Focus FY
Entity Central Index Key 0000712537
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol FCF
Security Exchange Name NYSE
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