Associated Banc-Corp (NYSE:ASB-C) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
Upon issuance of the SeriesE Preferred Stock (as described in Item 3.03 below) on September26, 2018, the ability of Associated Banc-Corp (the “Company”) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Company fails to pay dividends on its SeriesE Preferred Stock. These restrictions are set forth in the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”) establishing the terms of the SeriesE Preferred Stock. A copy of the Articles of Amendment is attached hereto as Exhibits3.1 and 4.1 and is incorporated herein by reference.
Item 3.03. Amendment to Articles of Incorporation or Bylaws
On September21, 2018, the Company filed the Articles of Amendment with the Wisconsin Department of Financial Institutions, setting forth the terms of its 5.875% Non-Cumulative Perpetual Preferred Stock, SeriesE, liquidation preference of $1,000 per share (the “SeriesE Preferred Stock”). The terms of the SeriesE Preferred Stock are more fully described in a prospectus supplement dated September19, 2018 and filed with the Securities and Exchange Commission on September20, 2018 (the “Prospectus Supplement”) to the prospectus dated April2, 2018 (the “Prospectus”) as part of the Company’s Registration Statement on FormS-3 (Registration No.333-224096) filed on April2, 2018 (the “Registration Statement”). A copy of the Articles of Amendment is attached hereto as Exhibits3.1 and 4.1 and is incorporated herein by reference.
Item 3.03. Other Events.
Closing of Depositary Share Offering
On September26, 2018, the Company completed its public offering and sale of 4,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s SeriesE Preferred Stock, to an underwriting agreement entered into by the Company and Merrill Lynch, Pierce, Fenner& Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein, as described in a Form8-K filed under the Company with the Securities and Exchange Commission on September20, 2018 (the “Preferred Stock Offering”). The Depositary Shares and the SeriesE Preferred Stock have been registered under the Securities Act of 1933, as amended, to the Registration Statement. The Preferred Stock Offering is more fully described in the Prospectus Supplement. A copy of the Deposit Agreement, dated September26, 2018, among the Company, Equiniti Trust Company and the holders from time to time of the Depositary Receipts described therein is attached hereto as Exhibit4.2, and the form of Depositary Receipt is attached hereto as Exhibit4.3.
In connection with the issuance and sale of the Depositary Shares, Godfrey& Kahn, S.C. has delivered an opinion to the Company, a copy of which is attached hereto as Exhibit5.1, that the Depositary Shares and the SeriesE Preferred Stock have been validly issued and are fully paid and non-assessable. This Current Report on Form8-K is being filed to incorporate such opinion by reference into the Registration Statement.
