8-KThe WireRoutine
Company Update
Filed Jan 9, 2024 · 2y ago · Accession 0001104659-24-002514
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):
January 9, 2024
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
2024-01-09
Co-Registrant
Written Commuunications
false
Co-Registrant
Solicitating Materials
false
Co-Registrant
PreCommencement Tender Offer
false
Co-Registrant
PreCommencement Tender Offer
false
Co-Registrant
Entity PreCommencement Issuer Tender Offer
false
ITEM 8.01 Other Events.
On January 9, 2024, Union Electric Company,
doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $350 million principal amount
of its 5.25% First Mortgage Bonds due 2054 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3
(File No. 333-274977-02), which became effective on October 13, 2023, and a Prospectus Supplement dated January 3, 2024,
to a Prospectus dated October 13, 2023. Ameren Missouri received net offering proceeds of approximately $344.4 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 January 3, 2024, between Ameren Missouri and the several underwriters named therein, for whom BofA
Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, 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 January 1, 2024, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee,
relating to the 5.25% First Mortgage Bonds due 2054.
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.
- 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 hereunto 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: January 9, 2024
Filing details
- Company
- UNION ELECTRIC CO
- Ticker
- UEPCO
- CIK
- 100826
- Form type
- 8-K
- Filing date
- Jan 9, 2024
- Report date
- Jan 9, 2024
- Document
- tm2333734d5_8k.htm
- Size
- 793 KB