0000950123-11-083043.txt : 20110907 0000950123-11-083043.hdr.sgml : 20110907 20110907163926 ACCESSION NUMBER: 0000950123-11-083043 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110907 DATE AS OF CHANGE: 20110907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-156251 FILM NUMBER: 111078606 BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 920-431-8836 MAIL ADDRESS: STREET 1: 200 NORTH ADAMS STREET, MS 7829 CITY: GREEN BAY STATE: WI ZIP: 54301 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 920-431-8836 MAIL ADDRESS: STREET 1: 200 NORTH ADAMS STREET, MS 7829 CITY: GREEN BAY STATE: WI ZIP: 54301 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 FWP 1 c66082fwfwp.htm FWP fwp
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated September 7, 2011
Relating to Preliminary Prospectus Supplement dated September 7, 2011
Registration No. 333-156251
Associated Banc-Corp
Pricing Term Sheet
     
Issuer:
  Associated Banc-Corp
 
    
Expected Issue Ratings*:
  Ba1 (Moody’s) / BB- (S&P) / BB (Fitch)
 
    
Securities Offered
  Depositary Shares, each representing a 1/40th interest in a share of Associated Banc-Corp 8.00% Perpetual Preferred Stock, Series B
 
    
Size:
  $65,000,000 (2,600,000 Depositary Shares)
 
    
Liquidation Preference:
  $1,000 per share of 8.00% Perpetual Preferred Stock, Series B (equivalent to $25 per Depositary Share)
 
    
Public Offering Price:
  $25 per Depositary Share
 
    
Maturity:
   Perpetual
 
Underwriting Commission(1):
  $2,047,500
 
    
Net Proceeds to Issuer(2):
  $62,952,500
 
    
Dividend Rate:
  8.00% per annum
 
    
Dividend Payment Dates:
  March 15, June 15, September 15 and December 15 each year, commencing December 15, 2011
 
    
Redemption Provisions:
  In whole or in part, from time to time, on any dividend payment date on or after September 15, 2016, or in whole but not in part, at any time within 90 days following a regulatory capital treatment event (subject to limitations described in the preliminary prospectus supplement dated September 7, 2011).
 
    
Non-Cumulative Dividends:
  Dividends initially will be cumulative, because Associated Banc-Corp’s current articles of incorporation require that preferred stock dividends be cumulative. However, dividends will automatically become non-cumulative immediately upon the effective date of an amendment to Associated Banc-Corp’s articles of incorporation permitting non-cumulative preferred stock dividends, expected to occur in April 2012. Following the effective date of that amendment, dividends will not cumulate and Associated Banc-Corp will have no obligation to pay any undeclared and unpaid dividends applicable to any period prior to that date.
 
    
Day Count:
  30/360
 
Trade Date:
  September 7, 2011
 
    
Settlement Date:
  September 14, 2011 (T+5)
 
    
CUSIP/ISIN for the Depositary Shares:
  045488 202/ US0454882020
 
    
Listing:
  Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol “ABW pr B”. Trading of the Depositary Shares on the New York Stock Exchange is expected to commence within a 45-day period after the initial delivery of the Depositary Shares.
 
    
Joint Book-Running Managers:
  Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated
Senior Co-Managers:
  Robert W. Baird & Co. Incorporated; Stifel, Nicolaus & Company, Incorporated
Co-Managers:
  Keefe, Bruyette & Woods, Inc.; Macquarie Capital (USA) Inc.; RBC Capital Markets, LLC; Sandler O’Neill & Partners, L.P.
 
*   Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
 
(1)   To the extent of sales to certain institutions, the total underwriting commissions will be less than the total shown above.
 
(2)   To the extent of sales to certain institutions, the net proceeds will be more than the total shown above.

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The following table sets forth the following capital ratios on an actual basis as of June 30, 2011 and as adjusted to give effect to this offering.
                 
            As adjusted for
    Actual as   depositary
    of June 30, 2011   share issuance
Tier 1 common equity to risk-weighted assets(1)
     12.61 %     12.61 %
Tier 1 risk-based capital ratio
     16.03 %     16.51 %
Total risk-based capital ratio
     17.50 %     17.98 %
 
(1)   Tier 1 common capital ratio = Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities divided by risk-weighted assets. This is a non-GAAP financial measure.
The issuer has filed a registration statement (including a preliminary prospectus supplement dated September 7, 2011 and an accompanying prospectus dated December 17, 2008) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-877-858-5407; or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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