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)
| | | | | | | | |
| | |
| 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. ☐
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
| | | | | |
| |
| |
| 104 | Cover 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 |