Business Context and Reporting Period
This Form 8-K Current Report was filed by Associated Banc-Corp on June 11, 2020, with the earliest event reported on that date and the closing of the offering occurring on June 15, 2020. The filing documents the amendment to the Company's Articles of Incorporation to establish a new class of preferred stock and the subsequent closing of a public offering of depositary shares representing that stock.
Key Financial Metrics and Capital Structure
The filing details a specific capital raise event rather than providing operational financial metrics such as revenue, profit, or cash flow.
- Security Issued: 5.625% Non-Cumulative Perpetual Preferred Stock, Series F.
- Liquidation Preference: $1,000 per share.
- Offering Size: 4,000,000 depositary shares (each representing a 1/40th interest in a share of Series F Preferred Stock).
- Underwriters: BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and UBS Securities LLC.
- Trading Symbol: ASB PrF (implied by series designation, though not explicitly listed in the securities table).
Note: The filing text does not provide a clear value for total proceeds, revenue, net income, operating cash flow, debt levels, or liquidity ratios.
Material Changes Versus Prior Period
The primary material change is the expansion of the Company's capital structure through the creation and issuance of the Series F Preferred Stock. This issuance introduces new restrictions on the Company's ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire shares of its common stock if the Company fails to pay dividends on the Series F Preferred Stock.
Guidance, Outlook, and Risks
Management Commentary and Unusual Items: The filing confirms the valid issuance of the Depositary Shares and Series F Preferred Stock, supported by a legal opinion from Godfrey & Kahn, S.C. The offering was conducted pursuant to a Registration Statement on Form S-3 filed in April 2018.
Risks and Contingencies: The principal risk disclosed is the dividend restriction on common stock. If the Company fails to pay dividends on the Series F Preferred Stock, it will be restricted from paying dividends on or repurchasing its common stock. The preferred stock is non-cumulative, meaning missed dividends do not accumulate.
Key Facts for Investor Verification
- Verify the total gross proceeds from the sale of 4,000,000 depositary shares in the Prospectus Supplement dated June 9, 2020.
- Confirm the specific terms of the dividend restrictions on common stock detailed in the Articles of Amendment (Exhibit 3.1).
- Review the Deposit Agreement (Exhibit 4.2) for details on the rights of depositary receipt holders.
- Check subsequent filings for the impact of this capital raise on the Company's regulatory capital ratios and liquidity position.