UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On August 29, 2024, Associated Banc-Corp (the “Company”) completed the public offer and sale of $300,000,000 aggregate principal amount of its 6.455% Fixed Rate / Floating Rate Senior Notes Due August 29, 2030 (the “Notes”). The net proceeds, after expenses, of the offering were approximately $298.3 million.
The Notes were issued pursuant to an Indenture, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The issuance and sale of the Notes and the terms of the Notes and the Indenture are more fully described in a prospectus supplement dated August 26, 2024 to the prospectus dated June 6, 2024, which was filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (Registration No. 333-280004) filed on June 6, 2024 (the “Registration Statement”). The form of Global Note (the “Global Note”) representing the Notes is filed as Exhibit 4.1 to this report and is incorporated by reference herein. The description of the Global Note does not purport to be complete and is qualified in its entirety by reference to such exhibit.
On August 26, 2024, the Company also entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein, with respect to the issuance and sale of the Notes. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
In connection with the issuance and sale of the Notes, Godfrey & Kahn, S.C. has delivered an opinion to the Company, a copy of which is attached as Exhibit 5.1 to this Form 8-K (the “Legal Opinion”), that the Notes constitute valid and binding obligations of the Company.
This Current Report on the Form 8-K is being filed to incorporate the Underwriting Agreement and the Legal Opinion by reference into the Registration Statement.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed as part of this Current Report on Form 8-K:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASSOCIATED BANC-CORP | ||
| Dated: August 29, 2024 | By: | /s/ Randall J. Erickson |
| Randall J. Erickson | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||