Current Report Filing (8-k)
November 10 2022 - 5:03PM
Edgar (US Regulatory)
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2022-11-08
2022-11-08
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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): November 8, 2022
AMEREN CORPORATION
(Exact name of registrant as specified
in its charter)
Missouri |
1-14756 |
43-1723446 |
(State of other jurisdiction
of incorporation |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and
Zip Code)
Registrant’s telephone number, including
area code: (314) 621-3222
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant 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). ¨
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. ¨
On November 8, 2022, Ameren Corporation (the “Company”)
delivered a notice pursuant to Section 3(x) of its Equity Distribution Sales Agreement, dated May 12, 2021 (the “Sales Agreement”),
with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as sales agents and as forward sellers
(in such capacities as applicable, the “Agents” and the “Forward Sellers”), and Bank of America, N.A., Barclays
Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan
Stanley & Co. LLC, MUFG Securities EMEA plc and Wells Fargo Bank, National Association, as forward purchasers (the “Forward
Purchasers”), increasing by $1,000,000,000 the aggregate gross sales price authorized under its at-the-market equity distribution
program (the “Program”), pursuant to which the Company, through the Agents or the Forward Sellers, may offer and sell from
time to time shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). After giving effect
to such increase, Common Stock with an aggregate gross sales price of $1,000,199,028 remains available for issuance under the Program.
This Current Report on Form 8-K is also being filed
to report Exhibit 5.
| ITEM 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
AMEREN CORPORATION |
|
(Registrant) |
|
|
|
By: |
/s/ Michael L. Moehn |
|
Name: |
Michael L. Moehn |
|
Title: |
Executive Vice President and Chief Financial Officer |
Date: November 10, 2022
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