Business Context and Reporting Period
Company: Associated Banc-Corp (Wisconsin)
Filing Type: Form 8-K (Current Report)
Date of Report: October 19, 2005
Event Date: October 13, 2005
Associated Banc-Corp and its wholly owned subsidiary, Associated Bank, National Association (the "Bank"), entered into a bank note program to facilitate the issuance of senior and subordinated bank notes.
Key Financial Metrics and Obligations
This filing details the creation of a direct financial obligation rather than reporting periodic financial performance metrics.
- Aggregate Principal Limit: Up to $2.0 billion of Notes outstanding at any one time.
- Short-Term Limitation: Notes with maturities of 270 days or less are capped at $2.0 billion minus the amount of Notes with maturities exceeding 270 days.
- Minimum Denomination: $250,000.
- Currency: U.S. Dollars only.
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for revenue, profit, cash flow, margins, or existing debt levels.
Material Changes and Agreements
The primary material change is the establishment of the Note Program and the execution of two key agreements:
- Distribution Agreement: Executed with Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated. These agents will solicit offers to purchase Notes. The Bank retains the right to sell Notes directly.
- Fiscal and Paying Agency Agreement: Executed with The Bank of New York Trust Company, N.A., to act as the sole paying agent and calculation agent for floating rate and indexed Notes.
Outlook, Risks, and Unusual Items
Management Commentary and Intent:
- The Bank intends to use net proceeds from Note sales in the ordinary course of its banking business.
- The program is designed to provide flexibility in structuring various note types (fixed, floating, zero coupon, indexed).
- The program does not commit the Bank to issue any specific amount of Notes.
Risks and Contingencies:
- Liability: Notes are obligations solely of the Bank and are not guaranteed by Associated Banc-Corp or its affiliates.
- Regulatory Authority: Any acceleration of a Note's maturity is subject to the FDIC's authority to prevent such acceleration.
- Conflicts of Interest: Agents and their affiliates may engage in other business transactions with the Bank and receive customary compensation.
Investor Verification Checklist
- Verify the specific terms (interest rates, maturities) of any Notes actually issued under this program, as the filing only establishes the framework.
- Confirm the Bank's current leverage ratio and liquidity position to assess the impact of potential $2.0 billion in new debt.
- Review the specific commission structures and discounts agreed upon with the Agents, as these vary based on maturity and are not fixed in this filing.
- Monitor future filings for the actual issuance of Notes and the specific allocation between short-term (under 270 days) and medium/long-term instruments.