8-KThe WireRoutine
Company Update
Filed Jun 22, 2021 · 5y ago · Accession 0001104659-21-083876
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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):
June 22, 2021
\
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
2021-06-22
Co-Registrant Written Commuunications
false
Co-Registrant Solicitating Materials
false
Co-Registrant PreCommencement Tender Offer
false
Co-Registrant Entity PreCommencement Issuer Tender Offer
false
ITEM 8.01 Other Events.
On June 22, 2021, Union Electric Company,
doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $525,000,000 million principal
amount of its 2.15% First Mortgage Bonds due 2032 (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 June 9,
2021, to a Prospectus dated October 14, 2020. Ameren Missouri received net offering proceeds of approximately $521.0 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.
(d) Exhibits
Exhibit Number
Title
1
Underwriting Agreement, dated June 9, 2021, between Ameren Missouri and the several underwriters named therein, for whom BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, 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 June 1, 2021, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 2.15% First Mortgage Bonds due 2032.
5.1
Opinion of Craig W. Stensland, Esq., Senior Corporate Counsel, Ameren Services Company, 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.
- 2 -
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: Executive Vice President and Chief
Financial Officer
UNION ELECTRIC COMPANY
(Registrant)
By:
/s/ Martin J. Lyons, Jr.
Name: Martin J. Lyons, Jr.
Title: Chairman and President
Date: June 22, 2021
- 3 -
Filing details
- Company
- UNION ELECTRIC CO
- Ticker
- UEPCO
- CIK
- 100826
- Form type
- 8-K
- Filing date
- Jun 22, 2021
- Report date
- Jun 22, 2021
- Document
- tm2119158d4_8k.htm
- Size
- 700 KB