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): May 31, 2023
Commission File Number | Exact Name of Registrant as State of Incorporation; Address and Telephone Number | IRS Employer Identification Number | ||
1-14756 |
Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222
|
43-1723446 | ||
| 1-3672 | Ameren Illinois Company (Illinois Corporation) 10 Richard Mark Way Collinsville, Illinois 62234 (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | AEE | 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 | ¨ | |
| 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 | ¨ |
| Co-Registrant CIK | 0000018654 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentperiodEndDate | 2023-05-31 |
| 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 May 31, 2023, Ameren Illinois Company (“Ameren Illinois”), a subsidiary of Ameren Corporation, sold $500 million principal amount of its 4.95% First Mortgage Bonds due 2033 (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 May 23, 2023, to a Prospectus dated October 14, 2020. Ameren Illinois received net offering proceeds of approximately $495.2 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 |
| 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 May 1, 2023, 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: | Senior 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: May 31, 2023
