First Commonwealth Financial Corporation (NYSE:FCF) executed the non-binding letter of intent to acquire Centric Financial Corporation (OTCPK:CFCX) from a group of shareholders on June 21, 2022. First Commonwealth Financial Corporation entered into a definitive agreement to acquire Centric Financial Corporation from a group of shareholders for approximately $130 million on August 30, 2022. Under the terms of the transaction, Centric shareholders will be entitled to receive 1.09 shares of Company common stock for each share of Centric common stock. A termination payment of $6 million will be payable by Centric to First Commonwealth upon termination of the agreement under certain circumstances. Upon closing of the transaction, First Commonwealth will designate Patricia A. Husic, the President and Chief Executive Officer of Centric, to the Board of Directors of First Commonwealth.

The completion of the merger is subject to the approval of Centric shareholders, regulatory approvals, listing of First Commonwealth shares issuable pursuant to the agreement on NYSE, the S-4 shall have become effective, the merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the holders of no more than 5% of Centric common stock that is issued and outstanding shall have taken the actions required by the Pennsylvania Business Corporation Law to qualify their common stock as dissenting shares and customary closing conditions. The merger agreement was unanimously approved by the Board of Directors of each of First Commonwealth and Centric. As of November 18, 2022, all regulatory approvals have been obtained for the transaction, including Federal Deposit Insurance Corporation, Pennsylvania Department of Banking and Securities, and in addition, Federal Reserve Bank of Cleveland has granted First Commonwealth a waiver of its merger application requirements. As of December 21, 2022, the Registration Statement, as amended, was declared effective by the SEC. The transaction is expected to close during the first quarter of 2023. The transaction is expected to be approximately 5% accretive to First Commonwealth's earnings in 2023, and approximately 7% accretive to earnings in 2024.

Keefe, Bruyette & Woods, A Stifel Company served as financial advisor and Mitch Thompson, Carl A. Draucker, James J. Barresi and Michael E. Fisher of Squire Patton Boggs (US) LLP served as legal counsels to First Commonwealth. Frank S. Sorrentino IV and Justin K. Alarcon of Stephens Inc. served as financial advisor and fairness opinion provider and Charles J. Ferry and Sunjeet S. Gill of Stevens & Lee, P.C. served as legal counsel to Centric. Alliance Advisors, LLC acted as CFC's proxy solicitor for a fee of $6,000 plus reimbursement of certain costs and expenses incurred in connection with the solicitation. Stephens received a $215,000 fee from CFC upon rendering its fairness opinion and will receive a fee of $1,577,535 upon closing out of which a $250,000 advisory services fee paid upon the execution of the definitive merger agreement and the public announcement of the proposed merger shall be reduced.

First Commonwealth Financial Corporation (NYSE:FCF) completed the acquisition of Centric Financial Corporation (OTCPK:CFCX) from a group of shareholders on January 31, 2023. In connection with the closing of the merger, First Commonwealth's Board of Directors has appointed former President and Chief Executive Officer of Centric, Patricia A. Husic, to its board of directors. Stifel Nicolaus Canada Inc. acted as financial advisor to First Commonwealth Financial Corporation.