EX-99.2 3 investordeck042219update.htm EXHIBIT 99.2 INVESTOR SLIDE DECK
NYSE: FCF First Commonwealth Announces Acquisition of 14 Santander Branches in Central Pennsylvania April 22, 2019

Forward‐looking Statements This release contains forward‐looking statements about First Commonwealth’s future plans, strategies and financial performance that may be considered forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward‐looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. 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." These forward‐looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties, many of which are beyond our control. Risk factors relating both to the transaction and the integration of the branch customers into First Commonwealth after the completion of the transaction include, without limitation: . Completion of the transaction is dependent on, among other things, receipt of regulatory approvals, the timing of which cannot be predicted with precision at this point and which may not be received at all. . The transaction may be more expensive to complete and the anticipated benefits may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events. . The integration of the acquired customers and operations into First Commonwealth, which will include conversion of data and information from Santander’s operating systems to our own, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse consequences. . First Commonwealth's ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, First Commonwealth may incur more credit losses from the acquired loan portfolio than expected and deposit costs or attrition may be greater than expected. For additional factors that could cause actual results to differ materially from those expressed in the forward‐looking statements, please see First Commonwealth's Annual Report on Form 10‐K for the year ended December 31, 2018. Forward‐ looking statements speak only as of the date on which they are made. First Commonwealth undertakes no obligation to update any forward‐looking statements to reflect circumstances or events that occur after the date the forward‐looking statements are made.

Summary of Opportunity Branch Locations by MSA Williamsport Lock Haven Bloomsburg State College Lewisburg Sunbury First Commonwealth Target Branches Remaining Santander Branches o Expands First Commonwealth Bank’s branch footprint by 10% and provides a broader geography for commercial and mortgage lending growth in Central Pennsylvania o Significantly improves the bank’s funding base and reduces loan‐to‐deposit ratio to 90% o Over 22,000 new households . 3 Source: Company reports, SNL Financial NYSE: FCF

Key Transaction Terms  7.05% premium on deposits Purchase Price  $37.0 million based on approximately $525 million of deposits as of March 31, 2019  Premium will be calculated based on average daily balance of deposits for the 10 days prior to closing  Approximately $525 million of deposits Deposits  0.63% cost  90% consumer / 10% small business  Approximately $120 million of loans Loans  6.25% yield  80% consumer / 20% small business Fixed Assets  Approximately $3.3 million fixed assets to be acquired Capital  No additional capital or external financing required One‐Time Costs  $3.0 million pre‐tax one‐time restructuring charges  Immediately accretive to EPS, driven primarily by immediate pay down of FHLB borrowings EPS  ~5% GAAP EPS accretive in 2020 Accretion  ~6% Cash EPS accretive in 2020 Tangible Book Value  ~5.5% tangible book value dilution at close including the impact of all one‐time restructuring charges Dilution  <5 year tangible book value per share earn back period (crossover method)  Conservative credit mark of 1.2% on loan portfolio ($1.4 million) Purchase Accounting  Immaterial interest rate mark on loans (due to variable nature) Marks  CDI equal to 2.0% of core deposits  No NIE cost savings assumed Noninterest Expense  $1.6 million CDI amortization in year 1  $8.0 million increase in other operating expenses (excl. CDI) Closing Conditions  Customary regulatory approvals Expected Closing  3Q19 subject to customary regulatory approvals Note: Acquired branches, deposit and loan data as of March 31, 2019 4 NYSE: FCF

NYSE: FCF For more information, please contact: Ryan M. Thomas Vice President / Finance & Investor Relations First Commonwealth Financial Corporation 654 Philadelphia Street Indiana, Pennsylvania 15701 (724) 463‐1690 InvestorRelations@fcbanking.com