0001193125-16-703385.txt : 20160907 0001193125-16-703385.hdr.sgml : 20160907 20160907163801 ACCESSION NUMBER: 0001193125-16-703385 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160907 DATE AS OF CHANGE: 20160907 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: 333-202836 FILM NUMBER: 161873808 BUSINESS ADDRESS: STREET 1: 433 MAIN STREET CITY: GREEN BAY STATE: WI ZIP: 54301 BUSINESS PHONE: 920-491-7500 MAIL ADDRESS: STREET 1: 433 MAIN STREET 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: 433 MAIN STREET CITY: GREEN BAY STATE: WI ZIP: 54301 BUSINESS PHONE: 920-491-7500 MAIL ADDRESS: STREET 1: 433 MAIN STREET CITY: GREEN BAY STATE: WI ZIP: 54301 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 FWP 1 d243099dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated September 7, 2016

Relating to Preliminary Prospectus Supplement dated September 7, 2016

Registration No. 333-202836

Associated Banc-Corp

Pricing Term Sheet

 

Issuer:    Associated Banc-Corp
Expected Issue Ratings*:    Baa3 (Negative) (Moody’s) / BB (Stable) (S&P)
Securities Offered:    Depositary Shares, each representing a 1/40th interest in a share of Associated Banc-Corp 5.375% Non-Cumulative Perpetual Preferred Stock, Series D
Size:   

$100,000,000 (4 million Depositary Shares)

 

Officers, directors and/or others affiliated with the Issuer are expected to purchase an aggregate of $12,725,000 (509,000 Depositary Shares) sold in the offering at the public offering price. The Underwriters will not receive any commissions on such purchases by the Issuer’s officers, directors and/or affiliates.

No Overallotment Option:    The Issuer has not granted the underwriters any overallotment option
Liquidation Preference:    $1,000 per share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series D (equivalent to $25 per Depositary Share)
Public Offering Price:    $25 per Depositary Share
Maturity:    Perpetual
Underwriting Commission(1):    $2,749,162.50
Net Proceeds to Issuer(2):    $97,250,837.50
Dividend Rate:    5.375% per annum
Dividend Payment Dates:    March 15, June 15, September 15 and December 15 each year, commencing December 15, 2016
Redemption Provisions:    In whole or in part, from time to time, on any dividend payment date on or after September 15, 2021, 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, 2016).
Non-Cumulative Dividends:    Dividends will not be cumulative. If Associated Banc-Corp does not declare dividends or does not pay dividends in full on the Series D Preferred Stock on any date on which dividends are due, then these undeclared and unpaid dividends will not cumulate, accrue, or be payable.
Book Entry Form:    The Depositary Shares will be issued in book-entry form through The Depository Trust Company.
Trade Date:    September 7, 2016
Settlement Date:    September 15, 2016 (T+6)
CUSIP/ISIN for the Depositary Shares:    045488 608 / US0454886088
Listing:    Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol “ASBPRD”. If approved for listing, trading of the Depositary Shares is expected to commence within a 30-day period after the initial delivery of the Depositary Shares.
Joint Book-Running Managers:   

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

UBS Securities LLC

 

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Joint Lead Managers:   

Citigroup Global Markets Inc.

RBC Capital Markets, LLC

Co-Managers:   

Deutsche Bank Securities Inc.

Keefe, Bruyette & Woods, Inc.

Loop Capital Markets LLC

Piper Jaffray & Co.

Robert W. Baird & Co. Incorporated

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.

The issuer has filed a registration statement (including a preliminary prospectus supplement dated September 7, 2016 and an accompanying prospectus dated March 17, 2015) 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or UBS Securities LLC at 888-827-7275.

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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