AMEREN CORP00010029100000018654false 0001002910 2020-11-23 2020-11-23 0001002910 aee:AmerenIllinoisCompanyMember 2020-11-23 2020-11-23
 
 
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): November 23, 2020
 
 
 
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)
10 Executive Drive
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      ☐   
 
 
 
ITEM 8.01
Other Events.
On November 23, 2020, Ameren Illinois Company (“Ameren Illinois”), a subsidiary of Ameren Corporation, sold $375 million principal amount of its 1.55% First Mortgage Bonds due 2030 (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 November 9, 2020, to a Prospectus dated October 14, 2020. Ameren Illinois received net offering proceeds of approximately $371.0 million, before expenses, upon closing of the transaction. Ameren Illinois intends to use the net offering proceeds to repay a portion of its short-term debt.
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, dated November 9, 2020, between Ameren Illinois and the several underwriters named therein, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. 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 November 1, 2020, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, relating to the 1.55% First Mortgage Bonds due 2030.
5.1    Opinion of Craig W. Stensland, Esq., Senior Corporate Counsel, 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).
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.
 
- 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/ Michael L. Moehn
Name:   Michael L. Moehn
Title:  
Executive Vice President and
Chief Financial Officer
AMEREN ILLINOIS COMPANY
(Registrant)
By:  
/s/ Richard J. Mark
Name:   Richard J. Mark
Title:   Chairman and President
Date: November 23, 2020
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