Business Context and Reporting Period
This Form 8-K Current Report was filed by Associated Banc-Corp on June 4, 2015, with the earliest event reported on that date. The filing primarily addresses the amendment of the Company's Articles of Incorporation to establish a new class of preferred stock and the subsequent closing of a related public offering.
Key Financial Metrics and Capital Structure
The filing details the issuance of 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, with a liquidation preference of $1,000 per share. On June 8, 2015, the Company completed the sale of 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Series C Preferred Stock. The filing does not provide specific revenue, profit, cash flow, margin, or debt figures, as this report focuses on corporate governance and capital raising events rather than operational financial performance.
Material Changes
- Amendment to Articles of Incorporation: Filed on June 4, 2015, to authorize the Series C Preferred Stock.
- Dividend Restrictions: Upon issuance of the Series C Preferred Stock, the Company's ability to declare or pay dividends on, or purchase, redeem, or acquire common stock is restricted if the Company fails to pay dividends on the Series C Preferred Stock.
- Capital Raise Completion: The public offering of the depositary shares was closed on June 8, 2015, pursuant to an underwriting agreement with UBS Securities LLC and Citigroup Global Markets Inc.
Outlook, Risks, and Unusual Items
The filing incorporates by reference a prospectus supplement dated June 1, 2015, which contains a full description of the Preferred Stock Offering terms. The primary risk disclosed relates to the new contractual restrictions on common stock dividends and repurchases contingent on the payment of preferred dividends. The filing confirms that the Depositary Shares and Series C Preferred Stock have been validly issued, fully paid, and non-assessable, as confirmed by the legal opinion of Godfrey & Kahn, S.C.
Investor Verification Checklist
- Verify the total proceeds from the sale of 2,600,000 depositary shares in the Prospectus Supplement.
- Review the specific terms of the dividend restrictions on common stock found in the Articles of Amendment (Exhibit 3.1).
- Confirm the use of proceeds from the Series C Preferred Stock offering as detailed in the Prospectus Supplement.
- Check the Company's subsequent 10-Q or 10-K filings for the impact of this issuance on total equity and capital ratios.