Attached files
file | filename |
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EX-1.1 - EX-1.1 - ASSOCIATED BANC-CORP | c66145exv1w1.htm |
EX-1.2 - EX-1.2 - ASSOCIATED BANC-CORP | c66145exv1w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 7, 2011
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
Wisconsin | 001-31343 | 39-1098068 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
1200 Hansen Road, Green Bay, | ||
Wisconsin | 54304 | |
(Address of principal executive | (Zip Code) | |
offices) |
Registrants telephone number, including area code: 920-491-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-1.1 | ||||||||
EX-1.2 |
Table of Contents
Item 8.01. Other Events.
Depositary Share Offering
On September 7, 2011, Associated Banc-Corp (the Company) entered into an underwriting agreement
(the Preferred Stock Underwriting Agreement) with Citigroup Global Markets Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named
therein, with respect to the issuance and sale of 2,600,000 depositary shares (the Depositary
Shares), each representing a 1/40 interest in a share of the Companys 8.00% Perpetual Preferred
Stock, Series B, liquidation preference $1,000 per share (the Preferred Stock Offering).
The Preferred Stock Offering is more fully described in a prospectus supplement dated September 7,
2011 to the prospectus dated December 17, 2008 (the Prospectus) filed with the Securities and
Exchange Commission as part of the Companys Registration Statement on Form S-3 (Registration No.
333-156251) filed on December 17, 2008 (the Registration Statement). This Current Report on Form
8-K is being filed to incorporate the Preferred Stock Underwriting Agreement by reference into the
Registration Statement. A copy of the Preferred Stock Underwriting Agreement has been attached as
Exhibit 1.1 to this Report on Form 8-K and is incorporated by reference herein. The foregoing
description of the Preferred Stock Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Senior Notes Offering
On September 8, 2011, the Company entered into an underwriting agreement (the Senior Notes
Underwriting Agreement) with Goldman, Sachs & Co. with respect to the issuance and sale of
$130,000,000 aggregate principal amount of the Companys 5.125% senior notes due 2016 (the Senior
Notes Offering). The notes offered in the Senior Notes Offering will be a qualified re-opening of
and further issuance of the $300,000,000 aggregate principal amount of 5.125% senior notes due 2016
issued on March 28, 2011, and will form a single series with and be substantially identical in all
respects to the outstanding notes (other than the public offering price and issue date), will have
the same CUSIP number and will trade interchangeably with the outstanding notes.
The Senior Notes Offering is more fully described in a prospectus supplement dated September 8,
2011 to the Prospectus. This Current Report on Form 8-K is being filed to incorporate the Senior
Notes Underwriting Agreement by reference into the Registration Statement. A copy of the Senior
Notes Underwriting Agreement has been attached as Exhibit 1.2 to this Report on Form 8-K and is
incorporated by reference herein. The foregoing description of the Senior Notes Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to such
exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this Report on Form 8-K:
1.1 | Underwriting Agreement, dated September 7, 2011, between Associated Banc-Corp and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule 1 thereto. | |
1.2 | Underwriting Agreement, dated September 8, 2011, between Associated Banc-Corp and Goldman, Sachs & Co. |
Table of Contents
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.
Associated Banc-Corp |
||||
September 9, 2011 | By: | /s/ Brian R. Bodager | ||
Name: | Brian R. Bodager | |||
Title: | General Counsel & Corporate Secretary |
Table of Contents
Exhibit Index
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated September 7, 2011, between Associated Banc-Corp and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule 1 thereto. | |
1.2
|
Underwriting Agreement, dated September 8, 2011, between Associated Banc-Corp and Goldman, Sachs & Co. |