8-KThe WireRoutine
Company Update
Filed Apr 6, 2018 · 8y ago · Accession 0001193125-18-110184
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): April 6, 2018
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))
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
☐
ITEM 8.01
Other Events.
On April 6, 2018, Union Electric Company, doing business as Ameren
Missouri (Ameren Missouri), a subsidiary of Ameren Corporation, issued and sold $425 million principal amount of its 4.000% First Mortgage Bonds due 2048 (the Bonds). The Bonds were issued pursuant to a Registration
Statement on Form S-3 (File No. 333-222108-02), which became effective on December 15, 2017, and a Prospectus
Supplement dated April 3, 2018, to a Prospectus dated December 15, 2017. Ameren Missouri received net offering proceeds of approximately $419.4 million, before expenses, upon closing of the transaction. Ameren Missouri intends to use
the net offering proceeds to repay short-term debt, including short-term debt that Ameren Missouri incurred in connection with the repayment at maturity of $178.5 million aggregate principal amount of its 6.00% senior secured notes due
April 1, 2018.
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
1.1
Underwriting Agreement, dated April
3, 2018, between Ameren Missouri and the several underwriters named therein, for whom Barclays Capital Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, and TD Securities (USA) LLC 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 as of April 1, 2018, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 4.000% First Mortgage Bonds due 2048.
5.1
Opinion of Gregory L. Nelson, Esq., Senior 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).
*
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/ Martin J. Lyons, Jr.
Name:
Martin J. Lyons, Jr.
Title:
Executive Vice President and Chief Financial Officer
UNION ELECTRIC COMPANY
(Registrant)
By:
/s/ Michael L. Moehn
Name:
Michael L. Moehn
Title:
Chairman and President
Date: April 6, 2018
Filing details
- Company
- UNION ELECTRIC CO
- Ticker
- UEPCO
- CIK
- 100826
- Form type
- 8-K
- Filing date
- Apr 6, 2018
- Report date
- Apr 6, 2018
- Document
- d556729d8k.htm
- Size
- 325 KB