SEC Info - Ameren Corp, et al. - ‘8-K’ for 3/20/20

Ameren Corp, et al. – ‘8-K’ for 3/20/20

Ameren Corp, et al. – ‘8-K’ for 3/20/20

On: Friday, 3/20/20, at 9:54am ET · For: 3/20/20 · Accession #: 1193125-20-80141 · File #s: 1-02967, 1-14756

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Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

20 Subsequent Filings that Reference this Filing

On: Friday, 3/20/20, at 9:54am ET · For: 3/20/20 · Accession #: 1193125-20-80141 · File #s: 1-02967, 1-14756

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

20 Subsequent Filings that Reference this Filing

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

i 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): i March 20, 2020


Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number

i 1-14756	Ameren Corporation ( i Missouri Corporation) i 1901 Chouteau Avenue i St. Louis, i Missouri i 63103 i (314) i 621-3222	i 43-1723446

i 1-2967	i Union Electric Company ( i Missouri Corporation) i 1901 Chouteau Avenue i St. Louis, i Missouri i 63103 i (314) i 621-3222	i 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:

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

i ☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

i ☐

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
i Common Stock, $0.01 par value per share	i AEE	i 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).

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 March 20, 2020, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $465 million principal amount of its 2.95% First Mortgage Bonds due 2030 (the “Bonds”). The Bonds were offered 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 March 17, 2020, to a Prospectus dated December 15, 2017. Ameren Missouri received net offering proceeds of approximately $461.6 million, before expenses, upon closing of the transaction. Ameren Missouri intends to use the net offering proceeds to repay a portion of its short term debt, including short-term debt incurred in connection with its repayment at maturity of $85.0 million aggregate principal amount of its 5.00% senior secured notes due February 1, 2020.

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 March 17, 2020, between Ameren Missouri and the several underwriters named therein, for whom MUFG Securities Americas Inc., 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 March 1, 2020, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 2.95% First Mortgage Bonds due 2030.

	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.

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: March 20, 2020

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	3/20/20
	3/17/20	424B3, FWP
	2/1/20
	12/15/17	S-3ASR
		List all Filings

Emerging Growth Company

Ameren Corporation

Union Electric Company