8-KThe WireRoutine
Company Update
Filed May 31, 2023 · 3y ago · Accession 0001104659-23-066428
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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
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 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
1.1 Underwriting Agreement relating to the Bonds, dated May 23, 2023, between Ameren Illinois and the several underwriters named
therein, for whom MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., 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 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
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- May 31, 2023
- Report date
- May 31, 2023
- Document
- tm2317356d1_8k.htm
- Size
- 678 KB