8-KThe WireRoutine
Company Update
Filed Jun 27, 2024 · 2y ago · Accession 0001104659-24-075482
Plain English
Material event — a significant development the company must disclose promptly.
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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):
June 27, 2024
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
2024-06-27
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 June 27, 2024, Ameren Illinois Company
(“Ameren Illinois”), a subsidiary of Ameren Corporation, sold $625 million principal amount of its 5.55% First Mortgage Bonds
due 2054 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977-01),
which became effective on October 13, 2023, and a Prospectus Supplement dated June 17, 2024, to a Prospectus dated October 13,
2023. Ameren Illinois received net offering proceeds of approximately $618.3 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 June 17, 2024, between Ameren Illinois and the several underwriters named
therein, for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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).
4.2 Supplemental Indenture, dated as of June 1, 2024, 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: June 27, 2024
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- Jun 27, 2024
- Report date
- Jun 27, 2024
- Document
- tm2417229d5_8k.htm
- Size
- 739 KB