M&A - FIRST COMMONWEALTH FINANCIAL CORP /PA/

Form Type: 425

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000071253725000065

Filing Summary: On March 18, 2025, First Commonwealth Financial Corporation announced that it has received regulatory approval for the pending merger of CenterGroup Financial Inc. with and into the Company. Additionally, CenterBank, a wholly-owned subsidiary of CenterGroup Financial Inc., is set to merge with First Commonwealth Bank, which is a wholly-owned subsidiary of First Commonwealth Financial Corporation. This marks a significant step in the Company’s growth strategy and expansion plans within the financial services industry.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000071253725000063

Filing Summary: On March 18, 2025, First Commonwealth Financial Corporation announced receipt of regulatory approval for the pending merger with CenterGroup Financial Inc. (CGFI). This merger includes the combination of CGFI with First Commonwealth. Additionally, CenterBank, a wholly-owned subsidiary of CGFI, will be merged into First Commonwealth Bank, a wholly-owned subsidiary of the Company. A press release detailing this announcement is attached as Exhibit 99.1.

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Form Type: S-4/A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000119312525045609

Filing Summary: On March 4, 2025, First Commonwealth Financial Corporation filed an amendment to their S-4 registration statement to reflect the proposed merger with CenterGroup Financial, Inc. A merger agreement was established on December 18, 2024, which stipulates that CenterGroup Financial will merge into First Commonwealth, with First Commonwealth being the surviving entity. CFI shareholders will receive 6.10 shares of First Commonwealth common stock for each share of CFI common stock, with additional details on how outstanding stock options will convert to cash under certain conditions. The market value for this transaction will fluctuate based on the market price of First Commonwealth stock. Furthermore, the special meeting for CFI shareholders is scheduled for April 14, 2025, to approve the merger and other related proposals. The anticipated ownership dilution indicates that approximately 3% of the common stock of the surviving company will be held by former CenterGroup shareholders post-merger, while existing First Commonwealth shareholders will maintain roughly 97%.

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Form Type: S-4

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525015653

Filing Summary: On January 29, 2025, First Commonwealth Financial Corporation (FCF) filed a Form S-4 registration statement relating to a proposed merger with CenterGroup Financial, Inc. (CFI). The merger agreement, entered into on December 18, 2024, stipulates that CFI will merge into FCF, making FCF the surviving corporation. Under the terms of the agreement, for each share of CFI common stock, shareholders will receive 6.10 shares of FCF common stock. Additionally, options to acquire CFI common stock will be canceled and redeemed for cash according to a specific formula provided in the merger agreement. The transaction is expected to be structured to qualify as a reorganization under the Internal Revenue Code, meaning CFI shareholders will generally not recognize gain or loss for tax purposes on the exchange, except for any cash in lieu of fractional shares or stock options. Shareholders of CFI will meet to vote on the merger on a date yet to be determined. Following the merger, the CFI shareholders are expected to hold approximately 3% of FCF common stock, with 97% remaining with the current FCF shareholders. The securities being issued in this merger are subject to final approval by the SEC and a special meeting of CFI shareholders will be organized to solicit their approval for the proposal. The document underscores the importance of shareholder votes and outlines procedural details for dissenting shareholders, including the requirements to exercise their rights under the Ohio General Corporation Law. It is a comprehensive overview of the prospective changes in share ownership and the implications for involved stakeholders.

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