8-K

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): February 1, 2023

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

 

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
601 Philadelphia Street
Indiana,	PA	15701
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	FCF	New 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 January 31, 2023, Centric Financial Corporation (“Centric”), merged with and into First Commonwealth Financial Corporation (the “Company”), with the Company continuing as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of August 30, 2022 (the “Merger Agreement”), by and between the Company and Centric. Immediately following the Merger, Centric Bank, which was wholly owned by Centric, merged with and into First Commonwealth Bank, which is wholly owned by the Company (“FCB”), with FCB continuing as the surviving entity (the “Bank Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Centric common stock was converted into the right to receive 1.09 shares of the Company’s common stock. At the Effective Time, each outstanding option and warrant to acquire shares of Centric common stock was cancelled in exchange for shares of the Company’s common stock equal to the value of the option or warrant. In addition, at the Effective Time, any unvested restricted stock vested in full and was entitled to receive 1.09 shares of the Company’s common stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K filed on August 30, 2022, and is incorporated herein by reference.

On February 1, 2023, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2023, Patricia A. Husic, President and Chief Executive Officer of Centric and a director of Centric prior to the Effective Time, was appointed to the Board of Directors of the Company and FCB pursuant to the terms of the Merger Agreement. Ms. Husic has not been appointed to any Committees of the Board of Directors.

On August 30, 2022, FCB entered into a Consulting Agreement with Ms. Husic with a term of six months from the Effective Time. Under the Consulting Agreement, Ms. Husic will assist FCB in managing post-Merger integration activities, preserving and maintaining relationships with current and prospective customers, retaining employees, and providing market and industry knowledge, in exchange for a consulting fee in the amount of $100,000 payable in equal monthly installments.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1	Press Release dated February 1, 2023
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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: February 1, 2023

 

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/s/ Matthew Tomb
Name:	Matthew Tomb
Title:	Executive Vice President, Chief Risk Officer, General Council

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

First Commonwealth Completes Acquisition of Centric Financial Corporation

Indiana, PA, February 1, 2023 - First Commonwealth Financial Corporation (NYSE: FCF) (“First Commonwealth”) today announced that it has completed its previously-announced acquisition of Centric Financial Corporation (OTCPink: CFCX) (“Centric”), the parent company of Harrisburg, Pennsylvania based Centric Bank, effective February 1, 2023.

“We are pleased to announce the completion of the merger with Centric and are excited to build upon the terrific relationships that Centric has developed over the years,” said President and Chief Executive Officer T. Michael Price. “This combination expands our presence into the attractive Pennsylvania markets in and around Harrisburg, Lancaster, Devon and Doylestown. Centric is well-respected within these communities with proven leadership. Our mission is to improve the financial lives of our neighbors and their businesses and we look forward to carrying out this mission with our new Centric teammates for many years to come.”

In connection with the closing of the merger, First Commonwealth’s Board of Directors has appointed former President and CEO of Centric, Patricia A. Husic, to its board of directors.

Following a full systems conversion, Centric Bank customers will be able to access First Commonwealth’s network of 55,000 surcharge-free ATMs worldwide, as well as 126 retail offices located across Pennsylvania and Ohio.

Customers will also have access to additional products and services, including mortgage and personal loans, wealth management and insurance, and enhanced online banking, BillPay, mobile banking and mobile payment solutions. Commercial customers will have access to a wide array of financing solutions, a full line of cash management services and a set of payment processing options to help manage credit and debit card transaction processing.

For a complete listing of First Commonwealth’s products and services as well as office and ATM locations, please visit www.fcbanking.com or by calling the Engagement Center at (800) 711-BANK (2265). TTY/TDD services are available for the speech and hearing impaired at (877) 816-1801.

About First Commonwealth Financial Corporation

First Commonwealth (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 126 banking offices in 30 counties throughout Pennsylvania and Ohio, as well as business banking operations in Pittsburgh, Pennsylvania, and Canton, 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.

Forward-Looking Statements

Certain statements contained in this release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between First Commonwealth Financial Corporation and Centric Financial Corporation. These statements can be identified by the fact that they do not relate strictly to historical or current facts and often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Such statements are based on assumptions and involve risks and uncertainties, many of which are beyond our control. In addition to factors previously disclosed in reports filed by First Commonwealth with the Securities and Exchange Commission, risks and uncertainties relating to the merger transaction and the integration of Centric Bank into First Commonwealth after the merger include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Centric Bank’s operations with those of First Commonwealth will be materially delayed or will be more costly or difficult than expected; diversion of management's attention from ongoing business operations and opportunities; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on First Commonwealth’s, Centric Bank’s or the combined company's respective customer relationships and operating results; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, First Commonwealth assumes no obligation to update any forward-looking statement.

Media Relations:

Jonathan E. Longwill

Vice President / Communications and Media Relations

Phone: 724-463-6806

E-mail: JLongwill@fcbanking.com

Investor Relations:

Ryan M. Thomas

Vice President / Finance and Investor Relations

Phone: 724-463-1690

E-mail: RThomas1@fcbanking.com

XML

Document and Entity Information Document and Entity Information	Feb. 01, 2023
Document Information [Line Items]
Entity Incorporation, State or Country Code	PA
Amendment Flag	false
Entity Registrant Name	FIRST COMMONWEALTH FINANCIAL CORP /PA/
Document Fiscal Year Focus	2023
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	Feb. 01, 2023
City Area Code	724
Local Phone Number	349-7220
Written Communications	false
Soliciting Material	false
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