Business Context and Reporting Period
This Form 8-K Current Report is filed by Associated Banc-Corp for the period ending September 21, 2018, with the earliest event reported on that date. 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 related public offering.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The financial details provided are specific to the capital structure of the new preferred stock issuance:
- Instrument: 5.875% Non-Cumulative Perpetual Preferred Stock, Series E.
- Liquidation Preference: $1,000 per share.
- Offering Size: 4,000,000 depositary shares (each representing a 1/40th interest in a share of Series E Preferred Stock).
- Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.
Material Changes
The primary material change is the authorization and issuance of the Series E Preferred Stock. Upon issuance on September 26, 2018, the Company's ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire shares of its common stock is now subject to restrictions if the Company fails to pay dividends on the Series E Preferred Stock. The Company filed Articles of Amendment with the Wisconsin Department of Financial Institutions on September 21, 2018, to effectuate these terms.
Outlook, Risks, and Management Commentary
The filing confirms the successful closing of the depositary share offering on September 26, 2018. Legal counsel, Godfrey & Kahn, S.C., has opined that the Depositary Shares and Series E Preferred Stock have been validly issued, are fully paid, and are non-assessable. The filing incorporates by reference the Articles of Amendment and the Deposit Agreement. No specific forward-looking guidance or risk factors beyond the standard dividend restrictions associated with preferred stock were detailed in this specific text.
Investor Verification Checklist
- Verify the total capital raised by calculating the offering price per depositary share (not explicitly stated in this text) against the 4,000,000 shares issued.
- Review the attached Articles of Amendment (Exhibit 3.1) to understand the specific dividend restrictions on common stock.
- Confirm the use of proceeds from the offering by referencing the Prospectus Supplement dated September 19, 2018.
- Check the Company's subsequent quarterly reports to monitor compliance with the non-cumulative dividend terms of the Series E stock.