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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/28/17 Ameren Corp 8-K:8,9 11/28/17 5:343K Donnelley … Solutions/FA Ameren Illinois Co |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 21K 2: EX-1.1 Underwriting Agreement HTML 121K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 67K 4: EX-5.1 Opinion re: Legality HTML 10K 5: EX-5.2 Opinion re: Legality HTML 11K
| Form 8-K |
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): November 28, 2017
| 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 (314) 621-3222 |
43-1723446 | ||
| 1-3672 | Ameren Illinois Company (Illinois Corporation) 6 Executive Drive (618) 343-8150 |
37-0211380 | ||
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 | ☐ | |
| Ameren Illinois 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 | ☐ | |
| Ameren Illinois Company | ☐ |
| ITEM 8.01 | Other Events. |
On November 28, 2017, Ameren Illinois Company (“Ameren Illinois”), a subsidiary of Ameren Corporation, issued and sold $500 million principal amount of its 3.70% First Mortgage Bonds due 2047 (the “Bonds”). The Bonds were issued pursuant to a Registration Statement on Form S-3 (File No. 333-205139-02), which became effective on June 22, 2015, and a Prospectus Supplement dated November 16, 2017, to a Prospectus dated June 22, 2015. Ameren Illinois received net offering proceeds of approximately $492.0 million, before expenses, upon closing of the transaction. Ameren Illinois intends to use the net offering proceeds to repay short-term debt, including short-term debt that Ameren Illinois incurred in connection with the repayment at maturity of $250 million aggregate principal amount of its 6.125% senior secured notes due November 15, 2017.
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 |
Title | |
| 1.1 | Underwriting Agreement, dated November 16, 2017, between Ameren Illinois and the several underwriters named therein, for whom J.P. Morgan Securities LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc. are acting as representatives. | |
| 4.1* | General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992, from Ameren Illinois to The Bank of New York Mellon Trust Company, N.A., as successor trustee (1992 Form 10-K, Exhibit 4(cc), File No. 1-3004). | |
| 4.2 | Supplemental Indenture, dated as of November 1, 2017, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, relating to the 3.70% First Mortgage Bonds due 2047. | |
| 5.1 | Opinion of Craig W. Stensland, Esq., Senior Corporate Counsel of 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). | |
| * | Incorporated by reference as indicated. |
This combined Form 8-K is being filed separately by Ameren Corporation and Ameren Illinois 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: | ||
| Name: | Martin J. Lyons, Jr. | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| AMEREN ILLINOIS COMPANY | ||
| (Registrant) | ||
| By: | ||
| Name: | Martin J. Lyons, Jr. | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
Date: November 28, 2017
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 11/28/17 | |||
| 11/16/17 | 424B3, FWP | |||
| 11/15/17 | ||||
| 6/22/15 | S-3ASR | |||
| 11/1/92 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Ameren Corp. 10-K 12/31/23 163:38M 10/13/23 Ameren Corp. S-3ASR 10/13/23 14:1.9M Toppan Merrill/FA 2/22/23 Ameren Corp. 10-K 12/31/22 160:40M 2/23/22 Ameren Corp. 10-K 12/31/21 162:143M 2/22/21 Ameren Corp. 10-K 12/31/20 158:39M 10/14/20 Ameren Corp. S-3ASR 10/14/20 13:1.9M Toppan Merrill/FA |