Current Report Filing (8-k)
August 29 2022 - 1:52PM
Edgar (US Regulatory)
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8-K
2022-08-29
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2022-08-29
2022-08-29
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AEE:AmerenIllinoisCompanyMember
2022-08-29
2022-08-29
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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):
August 29, 2022
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 |
¨ |
|
Co-Registrant
CIK |
0000018654 |
Co-Registrant
Amendment Flag |
false |
Co-Registrant
Form Type |
8-K |
Co-Registrant
DocumentperiodEndDate |
2022-08-29 |
Co-Registrant
Written Commuunications |
false |
Co-Registrant
Solicitating Materials |
false |
Co-Registrant
PreCommencement Tender Offer |
false |
Co-Registrant
Entity PreCommencement Issuer Tender Offer |
false |
On August 29, 2022, Ameren Illinois Company (“Ameren
Illinois”), a subsidiary of Ameren Corporation, sold $500 million principal amount of its 3.85% First Mortgage Bonds due 2032 (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 August 15, 2022, to a Prospectus dated October 14, 2020. Ameren Illinois received
net offering proceeds of approximately $495.9 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. |
1.1 | Underwriting
Agreement relating to the Bonds, dated August 15, 2022, between Ameren Illinois and the several
underwriters named therein, for whom BNY Mellon Capital Markets, LLC, Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC, Truist Securities, 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 Form 10-K,
Exhibit 4(cc), File No. 1-3004). |
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) |
|
Name: |
Michael L. Moehn |
|
Title: |
Executive Vice President and Chief Financial Officer |
|
|
|
AMEREN ILLINOIS COMPANY |
|
(Registrant) |
|
Name: |
Leonard P. Singh |
|
Title: |
Chairman and President |
Date: August 29, 2022
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