Filed Pursuant to Rule 433
Registration No. 333-222108-02
October 1, 2020
Pricing Term Sheet
Issuer: |
| Union Electric Company |
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Expected Ratings (Moody’s/S&P)*: |
| A2 (stable) / A (stable) |
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Trade Date: |
| October 1, 2020 |
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Settlement Date: |
| October 9, 2020 (T+6)** |
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Issue: |
| 2.625% First Mortgage Bonds due 2051 |
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Principal Amount: |
| $550,000,000 |
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Coupon (Interest Rate): |
| 2.625% per annum |
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Maturity Date: |
| March 15, 2051 |
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Benchmark Treasury: |
| 1.250% due May 15, 2050 |
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Benchmark Treasury Price: |
| 94-25 |
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Benchmark Treasury Yield: |
| 1.468% |
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Spread to Benchmark Treasury: |
| +118 basis points |
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Re-offer Yield: |
| 2.648% |
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Offering Price (Issue Price): |
| 99.522% of the principal amount |
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Interest Payment Dates: |
| March 15 and September 15, commencing March 15, 2021 |
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Optional Redemption: |
| Prior to September 15, 2050 (the “Par Call Date”), at any time at the greater of (1) 100% of the principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest that would be payable on any First Mortgage Bonds to be redeemed if such First Mortgage Bonds matured on the Par Call Date discounted at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest, and on or after the Par Call Date, at any time at 100% of the principal amount plus accrued and unpaid interest. |
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CUSIP / ISIN: |
| 906548 CS9 / US906548CS94 |
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Joint Book-Running Managers: |
| Barclays Capital Inc. |
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| BofA Securities, Inc. |
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| RBC Capital Markets, LLC |
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| BNY Mellon Capital Markets, LLC |
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| PNC Capital Markets LLC |
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Co-Managers: |
| KeyBanc Capital Markets Inc. |
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| Academy Securities, Inc. |
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| Drexel Hamilton, LLC |
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| Penserra Securities LLC |
The term “Adjusted Treasury Rate” has the meaning ascribed to that term in the Issuer’s Preliminary Prospectus Supplement, dated October 1, 2020.
* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
** The Issuer expects to deliver the First Mortgage Bonds against payment for the First Mortgage Bonds on or about the Settlement Date specified above, which will be the sixth business day following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the First Mortgage Bonds more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that the First Mortgage Bonds initially are expected to settle in T+6, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Inc. toll-free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com or RBC Capital Markets, LLC toll-free at 1-866-375-6829.
