First Commonwealth Financial Corporation Receives Regulatory Approval for Foundation Bank Merger

INDIANA, Pa., March 27, 2018 -- First Commonwealth Financial Corporation (NYSE:FCF) (“First Commonwealth”), and Garfield Acquisition Corp., the parent company of Cincinnati, Ohio based Foundation Bank, today announced the receipt of all required regulatory approvals for the proposed merger of Foundation Bank and First Commonwealth.     

The Federal Deposit Insurance Corporation has approved the Bank Merger Act application to merge Foundation Bank, the bank subsidiary of Garfield Acquisition Corp. into First Commonwealth Bank, First Commonwealth’s bank subsidiary (the “bank merger”). The Pennsylvania Department of Banking and Securities has approved the merger of Foundation Bank into First Commonwealth and the bank merger.  The Federal Reserve Bank of Cleveland has granted First Commonwealth a waiver of its merger application requirements.

There are no additional regulatory or shareholder approvals needed to complete the transaction.

About First Commonwealth Financial Corporation

First Commonwealth Financial Corporation (NYSE:FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 135 banking offices in 20 counties throughout western and central Pennsylvania and northern and central Ohio, as well as a Corporate Banking Center in Cleveland, Ohio and mortgage offices in Hudson and Dublin, Ohio.  First Commonwealth provides a full range of commercial banking, consumer banking, mortgage, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency.

About Foundation Bank

Foundation Bank is a financial services company with total assets of $215 million, loans of $182 million and deposits of $148 million. Headquartered in Cincinnati, Ohio, Foundation Bank operates five full service banking offices with convenient locations in Woodlawn, Norwood, Hyde Park, Milford and downtown Cincinnati.

Forward-Looking Statements

Certain statements contained in this release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between First Commonwealth Financial Corporation and Garfield Acquisition Corp. These statements can be identified by the fact that they do not relate strictly to historical or current facts and often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may."  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; 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 filing 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.

Contact:

Media Relations
Amy Jeffords
Assistant Vice President / Communications and Community Relations
Phone: 724-463-6806
E-mail: [email protected]

Investor Relations
Ryan M. Thomas
Vice President / Finance and Investor Relations
Phone: 724-463-1690
E-mail: [email protected]