Filed Pursuant to Rule 433
Registration No. 333-274977-02
Union Electric Company
Pricing Term Sheet
January 3, 2024
| Issue: | 5.25% First Mortgage Bonds due 2054 |
| Principal Amount: | $350,000,000 |
| Coupon (Interest Rate): | 5.25% per annum |
| Maturity Date: | January 15, 2054 |
| Benchmark Treasury: | 4.125% due August 15, 2053 |
| Benchmark Treasury Price: | 100-30+ |
| Benchmark Treasury Yield: | 4.069% |
| Spread to Benchmark Treasury: | +123 basis points |
| Re-offer Yield: | 5.299% |
| Offering Price (Issue Price): | 99.267% of the principal amount |
| Interest Payment Dates: | January 15 and July 15, commencing July 15, 2024 |
| Optional Redemption: | Prior to July 15, 2053 (the “Par Call Date”) redeemable, in whole or in part, at any time at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the First Mortgage Bonds to be redeemed matured on the Par Call Date) on a semi-annual basis at the Treasury Rate plus 20 basis points less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the First Mortgage Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the First Mortgage Bonds being redeemed plus accrued and unpaid interest thereon to the redemption date. |
| Expected Ratings (Moody’s/S&P)*: | A2 (Stable) / A (Stable) |
| Trade Date: | January 3, 2024 |
| Settlement Date: | January 9, 2024 (T+4)** |
| CUSIP / ISIN: | 906548 CX8 / US906548CX89 |
| Joint Book-Running Managers: | BofA Securities, Inc. |
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc.
| Co-Managers: | Academy Securities, Inc. |
C.L. King & Associates, Inc.
Samuel A. Ramirez & Company, Inc.
The term “Treasury Rate” has the meaning ascribed to that term in the Issuer’s Preliminary Prospectus Supplement, dated January 3, 2024.
* 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.
** It is expected that delivery of the First Mortgage Bonds will be made against payment therefor on or about the Settlement Date specified above, which will be the fourth 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+4, 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 BofA Securities, Inc. toll-free at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, RBC Capital Markets, LLC toll-free at 1-866-375-6829, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 or Truist Securities, Inc. toll-free at 1-800-685-4786.
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