Associated Banc-Corp
433 Main Street
Green Bay, Wisconsin 54301
(920) 491-7500
September 13, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Mail Stop 4720
Attention: David Gessert
Re: Associated Banc-Corp
Registration Statement on Form S-4
File No. 333-220067
Request for Acceleration
Dear Mr. Gessert:
Reference is made to the Registration Statement on Form S-4 (File No. 333-220067) filed by Associated Banc-Corp (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on August 21, 2017, as amended by Amendment No. 1 thereto (the “Registration Statement”).
The Company hereby requests the Registration Statement be made effective at 12:00 p.m. New York City time on September 15, 2017, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.
If the Staff has any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Matthew M. Guest of Wachtell, Lipton, Rosen & Katz at (212) 403-1341 or MGuest@wlrk.com.
| Very truly yours, | |
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| ASSOCIATED BANC-CORP | |
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| By: | /s/ Randall J. Erickson |
| Name: | Randall J. Erickson |
| Title: | Executive Vice President, General Counsel, Corporate Secretary & Chief Risk Officer |
cc: Matthew M. Guest, Wachtell, Lipton, Rosen & Katz
Michael W. Dosland, Bank Mutual Corporation
Kenneth V. Hallett, Quarles & Brady LLP
