Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - FIRST COMMONWEALTH FINANCIAL CORP /PA/ | exhibit991_pressrelease110.htm |
| 8-K - FORM 8-K - FIRST COMMONWEALTH FINANCIAL CORP /PA/ | form8-kx11018.htm |
NYSE: FCF
Acquisition of
Foundation Bank
January 10, 2018
NYSE: FCF
NYSE: FCF
Forward‐looking Statements
2
This presentation contains forward‐looking statements relating to plans, expectations, goals, projections and benefits of
the merger transaction between First Commonwealth Financial Corporation and Garfield Acquisition Corp. 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 Foundation 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 Foundation Bank’s operations with those of First Commonwealth will be materially delayed
or will be more costly or difficult than expected;
• the inability to close the merger in a timely manner;
• diversion of management's attention from ongoing business operations and opportunities;
• the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other
approvals; the failure of the proposed merger to close for any other reason;
• the challenges of integrating and retaining key employees;
• the effect of the announcement of the merger on First Commonwealth’s, Foundation Bank’s or the combined
company's respective customer relationships and operating results; and
• the possibility that the merger may be more expensive to complete than anticipated, including as a result of
unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations.
All forward‐looking statements included in this presentation 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.
NYSE: FCF
Franchise‐Enhancing Acquisition in Desirable Cincinnati MSA
3
Financial (for the quarter ended 9/30/17)
Total Assets: $216 million
Total Loans: $189 million
Total Deposits: $145 million
Total Book Value: $42.8 million
Total Intangibles: $4.4 million
ROAA1: 1.06%
NPAs/Assets: 0.65%
Transaction Terms / Assumptions
FCF to issue approximately 2.75 million shares and
$17.4 million of cash (70% stock, 30% cash)
Approximate deal value of $58 million
1.7% loan mark; 40% cost savings, 50% phase‐in in 2018
Combined restructuring charges of $3.1 million (pretax)
Immediately accretive to FCF’s tangible book value
Nominally accretive to FCF’s earnings
Strategic Rationale
Cincinnati represents the next logical step in the
company’s Ohio expansion efforts:
Builds on FCF’s recent successful acquisitions in
northern and central Ohio
Strong Cincinnati market demographics and
growth potential
Another Ohio market management knows well
Expected to serve as a chassis from which FCF
can deliver commercial, mortgage and other
product offerings
Pro forma FCF Ohio deposits will total $1.4 billion2
FCF Branches (137)
FCF Mortgage LPO (2)
FCF Commercial LPO (1)
Foundation Bank Branches (5)
Pro Forma Branch Map
1. Tax effected at 21%; 0.87% ROAA tax effected at 35%
2. Pro forma as of September 30, 2017
Source: S&P Global Market Intelligence