SEC Info - Ameren Corp., et al. - ‘8-K’ for 8/29/22

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Ameren Corp., et al. – ‘8-K’ for 8/29/22

On: Monday, 8/29/22, at 1:51pm ET · For: 8/29/22 · Accession #: 1104659-22-95574 · File #s: 1-03672, 1-14756

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/29/22  Ameren Corp.                      8-K:8,9     8/29/22   15:726K                                   Toppan Merrill/FA
          Ameren Illinois Co.

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     49K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    207K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    102K 
 4: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
 5: EX-5.2      Opinion of Counsel re: Legality                     HTML     13K 
10: R1          Cover                                               HTML     54K 
13: XML         IDEA XML File -- Filing Summary                      XML     14K 
11: XML         XBRL Instance -- tm2224657d1_8k_htm                  XML     24K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 7: EX-101.DEF  XBRL Definitions -- aee-20220829_def                 XML     73K 
 8: EX-101.LAB  XBRL Labels -- aee-20220829_lab                      XML    102K 
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14: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    36K 
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‘8-K’ — Current Report

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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 August 29, 2022

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

i 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 1-3672

i Ameren Illinois Company

( i Illinois Corporation)

i 10 Executive Drive

i Collinsville, i Illinois i 62234

( i 618) i 343-8150

i 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:

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).

	Emerging Growth Company
Ameren Corporation	i ¨
Ameren Illinois Company	i ¨

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	¨

Co-Registrant CIK	0000018654
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentperiodEndDate	2022-08-29
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 August 29, 2022, Ameren Illinois Company (“Ameren Illinois”), a subsidiary of Ameren Corporation, sold $500 million principal amount of its 3.85% First Mortgage Bonds due 2032 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-249475-02), which became effective on October 14, 2020, and a Prospectus Supplement dated August 15, 2022, to a Prospectus dated October 14, 2020. Ameren Illinois received net offering proceeds of approximately $495.9 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

1.1

Underwriting Agreement relating to the Bonds, dated August 15, 2022, between Ameren Illinois and the several underwriters named therein, for whom BNY Mellon Capital Markets, LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC 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 August 1, 2022, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, relating to the Bonds.

5.1	Opinion of Stephen C. Lee, Esq., Vice President and Deputy General Counsel of Ameren Illinois, 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 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.

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

	AMEREN ILLINOIS COMPANY
	(Registrant)

By:

/s/ Leonard P. Singh

	Name:	Leonard P. Singh
	Title:	Chairman and President

Date: August 29, 2022

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	8/29/22
	8/15/22	424B3, FWP
	10/14/20	S-3ASR
	11/1/92
		List all Filings

7 Subsequent Filings that Reference this Filing

  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
11/10/22  Ameren Corp.                      424B5                  2:388K                                   Toppan Merrill/FA
11/09/22  Ameren Illinois Co.               424B2                  2:678K                                   Toppan Merrill/FA
11/08/22  Ameren Illinois Co.               424B3                  1:657K                                   Toppan Merrill/FA
11/04/22  Ameren Corp.                      10-Q        9/30/22   86:22M

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