CNB Financial to Acquire First Commonwealth for $1B

TL;DR

CNB buying First Commonwealth for $1B, deal closes Q1 2025.

AI Summary

CNB Financial Corporation announced on August 1, 2024, that it has entered into a definitive agreement to acquire all of the outstanding shares of common stock of First Commonwealth Financial Corporation for a total transaction value of approximately $1.0 billion. The acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This significant acquisition will create a larger regional bank, potentially impacting competition and service offerings for customers in Pennsylvania and Ohio.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approval and other closing conditions, which introduces inherent risks.

Key Numbers

• $1.0B — Transaction Value (Total consideration for the acquisition of First Commonwealth Financial Corporation.)

Key Players & Entities

• CNB Financial Corporation (company) — Acquiring company
• First Commonwealth Financial Corporation (company) — Target company
• $1.0 billion (dollar_amount) — Total transaction value
• August 1, 2024 (date) — Announcement date
• first quarter of 2025 (date) — Expected closing date

FAQ

Key Financial Figures

• $0.4453125 — quarterly distribution in the amount of $0.4453125 per Depositary Share, resulting from th
• $17.8125 — aration of a quarterly cash dividend of $17.8125 per share of Series A Preferred Stock,

Filing Documents

• ccne-20240801.htm (8-K) — 31KB
• ccne8-1x2499x1xpreferred.htm (EX-99.1) — 5KB
• pressreleaselogo2.gif (GRAPHIC) — 5KB
• 0000736772-24-000082.txt ( ) — 202KB
• ccne-20240801.xsd (EX-101.SCH) — 2KB
• ccne-20240801_def.xml (EX-101.DEF) — 6KB
• ccne-20240801_lab.xml (EX-101.LAB) — 27KB
• ccne-20240801_pre.xml (EX-101.PRE) — 18KB
• ccne-20240801_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events . The Board of Directors of CNB Financial Corporation (NASDAQ: CCNE) (the "Corporation") has announced that on August 30, 2024, holders of record as of August 16, 2024 (the "Depository Shares Record Date") of its depositary shares (NASDAQ: CCNEP) (the "Depositary Shares"), each representing a 1/40th interest in the Corporation's 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"), will receive a quarterly distribution in the amount of $0.4453125 per Depositary Share, resulting from the Corporation's declaration of a quarterly cash dividend of $17.8125 per share of Series A Preferred Stock, which underlies the Depositary Shares. On August 30, 2024, the Series A Preferred Stock dividend will be paid to the depositary for the Series A Preferred Stock. The depositary will, in turn, distribute such dividend to the holders of record of the Depositary Shares as of the Depositary Shares Record Date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits d. Exhibits. Number Description 99.1 Press release of CNB Financial Corporation dated August 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. CNB Financial Corporation Date: August 1, 2024 By: /s/ Tito L. Lima Tito L. Lima Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR