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): December 1, 2021

 _______________________ 

UNIVEST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_______________________ 

  

Pennsylvania	0-7617	23-1886144
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964

(Address of principal executive office)(Zip Code)

Registrant’s telephone number, including area code (215) 721-2400

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below): 

☐	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 class	Trading Symbol	Name of exchange on which registered
Common Stock, $5 par value	UVSP	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1, 2021, Univest Financial Corporation (the "Corporation") and its insurance subsidiary, Univest Insurance, LLC., issued a press release announcing the acquisition of the Paul I. Sheaffer Insurance Agency, a full-service firm providing insurance solutions to businesses and individuals in Central Pennsylvania.

The Corporation paid $3.8 million in cash at closing with additional contingent consideration to be paid in annual installments, over the three-year period ending November 30, 2024, based on the achievement of certain levels of EBITDA (earnings before interest, taxes, depreciation and amortization). The potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $1.9 million cumulative over the next three years. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit No.	Description of Document
99.1	Press release issued by Univest Financial Corporation on December 1, 2021
104	The cover page from the Corporation's Form 8-K, formatted in Inline XBRL

SIGNATURE

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.

 

Univest Financial Corporation
By:	/s/ Brian J. Richardson
Name:	Brian J. Richardson
Title:	Executive Vice President, Chief Financial Officer

Date: December 1, 2021

EXHIBIT INDEX

 

Exhibit No.	Description of Document
99.1	Press release issued by Univest Financial Corporation on December 1, 2021
104	The cover page from the Corporation's Form 8-K, formatted in Inline XBRL

EX-99.1

Exhibit 99.1

NEWS

CONTACT:Nicole Heverly

UNIVEST FINANCIAL CORPORATION

VP, Director of Corporate Communications

215-721-2450, heverlyn@univest.net

FOR IMMEDIATE RELEASE

UNIVEST FINANCIAL CORPORATION EXPANDS INSURANCE SUBSIDIARY

THROUGH ACQUISITION OF PAUL I. SHEAFFER INSURANCE AGENCY

SOUDERTON, Pa., December 1, 2021 - Univest Financial Corporation (NASDAQ: UVSP) and its insurance subsidiary, Univest Insurance, LLC, today announced the acquisition of the Paul I. Sheaffer Insurance Agency, a full-service firm providing insurance solutions to businesses and individuals in Central Pennsylvania.

"For 70 years, the Paul I. Sheaffer Insurance Agency has served families and businesses with professionalism, dedication and trust. This approach aligns perfectly with our culture at Univest," said Ronald R. Flaherty, president of Univest Insurance, LLC. "As Univest continues to grow in Central Pennsylvania, the acquisition of the Paul I. Sheaffer Insurance Agency allows us to better serve the insurance needs of businesses and individuals in the region. We are excited to welcome this experienced team of professionals committed to serving the local community to the Univest family."

The Paul I. Sheaffer Insurance Agency was founded by Paul I. Sheaffer in 1951. Under the guidance of Paul I. Sheaffer II, the agency has grown into a full-service firm representing more than 40 insurance companies and insuring thousands of businesses and families in Central Pennsylvania. Headquartered in Intercourse, Pennsylvania, all of the agency's employees will be retained and begin operating under the name Univest Insurance, LLC immediately. Sheaffer will serve as senior vice president and Central Pennsylvania regional manager.

"I am excited for this acquisition. Univest's culture is grounded in building relationships and serving the community – the same principles that have guided our agency," said Sheaffer. "Being part of Univest Financial will bring new opportunities to our customers and team members and allow for continued growth."

This deal marks Univest's ninth insurance acquisition since the Corporation started expanding its financial solutions beyond traditional banking in 1999. Univest began its expansion in Central Pennsylvania when it entered the Lancaster market in 2016. Since that time, Univest has added regional offices in Lancaster, York and Mechanicsburg and five financial centers in Brownstown, Georgetown, Intercourse, Strasburg and Willow Street.Univest offers banking, insurance, investment, wealth management, trust, mortgage banking, and equipment financing solutions.

About Univest Financial Corporation

Univest Financial Corporation (UVSP), including its wholly-owned subsidiary Univest Bank and Trust Co., Member FDIC, has approximately $7.0 billion in assets and $4.6 billion in assets under management and supervision through its Wealth Management lines of business at September 30, 2021. Headquartered in Souderton, Pa. and founded in 1876, the Corporation and its subsidiaries provide a full range of financial solutions for individuals, businesses, municipalities and nonprofit organizations primarily in the Mid-Atlantic Region. Univest delivers these services through a network of more than 50 offices and online at www.univest.net.

Insurance products offered through Univest Insurance, LLC are obligations of the issuing insurance companies, not obligations or deposits of or guaranteed by any bank and are not insured by the FDIC or any other agency of the United States. Insurance products are not a condition to any bank loan, product or service.

# # #

This press release of Univest and the reports Univest files with the Securities and Exchange Commission often contain "forward-looking statements" relating to trends or factors affecting the financial services industry and, specifically, the financial condition and results of operations, business and capital management strategies, markets and products of Univest. These forward-looking statements involve certain risks and uncertainties in that there are a number of important factors that could cause Univest's future results to differ materially from those expressed or implied by the forward-looking statements. These factors include, but are not limited to: (1) competition; (2) changes in interest rates; (3) changes in asset quality, prepayment speeds, loan sale volumes, charge-offs and credit loss provisions; (4) general economic conditions nationally and in our market; (5) economic assumptions that may impact our allowance for credit losses calculation; (6) legislative, regulatory or tax changes that may adversely affect the businesses in which Univest is engaged; (7) technological issues that may adversely affect Univest financial operations or those of our customers; (8) the impact of COVID-19 or any other pandemic, including the effects of the steps taken to address the pandemic, on our operations and financial results and those of our customers; (9) changes in the securities markets or (10) risk factors mentioned in the reports and registration statements Univest files with the Securities and Exchange Commission.

XML

Cover	Dec. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 01, 2021
Entity Registrant Name	UNIVEST FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	PA
Entity File Number	0-7617
Entity Tax Identification Number	23-1886144
Entity Address, Address Line One	14 North Main Street
Entity Address, City or Town	Souderton
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18964
City Area Code	215
Local Phone Number	721-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $5 par value
Trading Symbol	UVSP
Security Exchange Name	NASDAQ
Entity Central Index Key	0000102212
Amendment Flag	false