Current Report Filing (8-k)
13 März 2023 - 5:31PM
Edgar (US Regulatory)
0001002910
false
0000100826
false
8-K
2023-03-13
false
false
false
false
0001002910
2023-03-13
2023-03-13
0001002910
AEE:UnionElectricCompanyMember
2023-03-13
2023-03-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 13, 2023
Commission File Number |
Exact Name of Registrant as
Specified in Charter;
State of Incorporation;
Address and Telephone Number |
IRS Employer
Identification Number |
1-14756 |
Ameren
Corporation
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri
63103
(314)
621-3222
|
43-1723446 |
1-2967 |
Union
Electric Company
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri
63103
(314)
621-3222 |
43-0559760 |
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the
following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 par value per share |
|
AEE |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
|
Emerging Growth Company |
|
Ameren Corporation |
¨ |
|
Union Electric Company |
¨ |
|
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Ameren Corporation |
¨ |
|
Union Electric Company |
¨ |
|
Co-Registrant
CIK |
0000100826 |
Co-Registrant
Amendment Flag |
false |
Co-Registrant
Form Type |
8-K |
Co-Registrant
DocumentperiodEndDate |
2023-03-13 |
Co-Registrant
Written Commuunications |
false |
Co-Registrant
Solicitating Materials |
false |
Co-Registrant
PreCommencement Tender Offer |
false |
Co-Registrant
Entity PreCommencement Issuer Tender Offer |
false |
On March 13, 2023, Union Electric Company,
doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $500 million principal amount
of its 5.45% First Mortgage Bonds due 2053 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3
(File No. 333-249475-01), which became effective on October 14, 2020, and a Prospectus Supplement dated February 27, 2023,
to a Prospectus dated October 14, 2020. Ameren Missouri received net offering proceeds of approximately $494.6 million, before expenses,
upon closing of the transaction.
This Current Report on Form 8-K is being filed
to report as exhibits certain documents in connection with the offering of the Bonds.
| ITEM 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Title |
1 | Underwriting Agreement, dated February 27, 2023, between Ameren Missouri and the several underwriters named therein, for whom
BofA Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc.
are acting as representatives. |
| |
4.1* | Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as successor
trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940). |
| |
4.2 | Supplemental Indenture, dated February 1, 2023, by and between Ameren Missouri and The Bank of New York Mellon, as successor
trustee, relating to the 5.45% First Mortgage Bonds due 2053. |
| |
5.1 | Opinion of Chonda J. Nwamu, Esq., Executive Vice President, General Counsel and Secretary of Ameren Missouri, regarding the legality
of the Bonds (including consent). |
| |
5.2 | Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent). |
| |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
* Incorporated by reference as indicated.
This combined Form 8-K is being filed separately
by Ameren Corporation and Union Electric Company (each a “registrant”). Information contained herein relating to any individual
registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any
other registrant.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
|
AMEREN CORPORATION |
|
(Registrant) |
|
|
|
|
By: |
/s/
Michael L. Moehn |
|
Name: |
Michael
L. Moehn |
|
Title: |
Senior
Executive Vice President and Chief Financial Officer |
|
|
|
|
UNION ELECTRIC COMPANY |
|
(Registrant) |
|
|
|
|
By: |
/s/
Mark C. Birk |
|
Name: |
Mark
C. Birk |
|
Title: |
Chairman
and President |
Date: March 13, 2023
Ameren (NYSE:AEE)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Ameren (NYSE:AEE)
Historical Stock Chart
Von Apr 2023 bis Apr 2024