Terms

Series

5.875% Non-Cumulative Perpetual Preferred Stock, Series E

Liquidation Preference

$1,000.00

Coupon Rate

5.875%

Rate Type

Fixed

Annual Dividend

$1.47

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 15, 2023

First Call Price

$1,000.00

Capital Stack Ranking

Junior To: All Indebtedness And Non-Equity Claims Of Associated Banc-Corp, All Liabilities And Obligations Of Subsidiaries (Structural Subordination); Pari Passu With: Series C Preferred Stock (6.125% Non-Cumulative Perpetual Preferred Stock), Series D Preferred Stock (5.375% Non-Cumulative Perpetual Preferred Stock), Any Other Equally Ranking Preferred Series; Senior To: Common Stock, Any Other Junior Stock Or Junior Preferred Series

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Shares Offered

4,000,000

Prospectus Summary

Associated Banc-Corp, a Wisconsin-based bank holding company and the largest commercial bank holding company headquartered in Wisconsin, is offering 4,000,000 depositary shares — each representing a 1/40th interest in a share of its 5.875% Non-Cumulative Perpetual Preferred Stock, Series E — at $25 per depositary share, implying a $1,000 liquidation preference per underlying preferred share. The fixed coupon of 5.875% translates to approximately $1.469 per depositary share annually ($0.367 quarterly). The stock is non-cumulative: if the board does not declare a dividend for any quarter, that payment is permanently forfeited and holders have no right to recover it in future periods. The Series E is perpetual with no maturity date; the issuer's first optional call date is December 15, 2023 at par. As a holding company issuance, these depositary shares are structurally subordinated to all liabilities of Associated Bank, N.A. and other operating subsidiaries — creditors of the bank are paid before any value flows up to the holding company preferred holders. At the holding company level, the Series E ranks junior to all debt and non-equity obligations, pari passu with the existing Series C (6.125%) and Series D (5.375%) preferred stock, and senior to common equity. A regulatory capital treatment event call allows full redemption within 90 days if a change in law causes the shares to lose their Additional Tier 1 capital qualification under Federal Reserve rules — a meaningful risk given evolving Basel III requirements, as losing AT1 status would eliminate the regulatory rationale for keeping the shares outstanding. At a $25 purchase price, the depositary shares yield 5.875% annually, with quarterly payments on March 15, June 15, September 15, and December 15 (commencing December 15, 2018). Record dates fall 15 calendar days before each payment date. Dividends are expected to qualify as ordinary dividends eligible for the corporate dividends-received deduction (DRD) and potentially for the individual qualified dividend income (QDI) preferential tax rate, provided payments are made from current or accumulated earnings and profits — which the issuer notes may not always be sufficient. The dividend stopper provision prevents Associated Banc-Corp from paying dividends on or repurchasing common stock in any period during which full Series E dividends have not been paid or set aside, providing a measure of protection to preferred holders.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Associated Banc-Corp has not paid or set aside full dividends on the Series E Preferred Stock for the current dividend period, it cannot pay dividends on or repurchase its common stock or any other stock ranking junior to the Series E Preferred Stock.

Other Preferreds from Associated Banc-Corp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 51 (Average)