UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 22, 2018
| 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 St. Louis, Missouri 63103 (314)621-3222 | 43-1723446 | ||
| 1-3672 | Ameren Illinois Company (Illinois Corporation) 8 Executive Drive Collinsville, Illinois 62234 (618)343-8150 | 37-0211380 | ||
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 May 22, 2018, Ameren Illinois Company (“Ameren Illinois”), a subsidiary of Ameren Corporation, issued and sold $430 million principal amount of its 3.80% First Mortgage Bonds due 2028 (the “Bonds”). The Bonds were issued pursuant to a Registration Statement on FormS-3 (FileNo. 333-222108-01), which became effective on December 15, 2017, and a Prospectus Supplement dated May 14, 2018, to a Prospectus dated December 15, 2017. Ameren Illinois received net offering proceeds of approximately $426.8 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 $144 million aggregate principal amount of its 6.25% senior secured notes due April 1, 2018.
This Current Report on Form8-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, dated May 14, 2018, between Ameren Illinois and the several underwriters named therein, for whom J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, U.S. Bancorp Investments, 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 Form10-K, Exhibit 4(cc), FileNo. 1-3004). | |
| 4.2 | Supplemental Indenture, dated as of May 1, 2018, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, relating to the 3.80% First Mortgage Bonds due 2028. | |
| 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 Form8-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: | /s/ Martin J. Lyons, Jr. | |
| Name: | Martin J. Lyons, Jr. | |
| Title: | Executive Vice President and Chief Financial Officer | |
| AMEREN ILLINOIS COMPANY | ||
| (Registrant) | ||
| By: | /s/ Martin J. Lyons, Jr. | |
| Name: | Martin J. Lyons, Jr. | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: May 22, 2018
