SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
Commission File Number
Exact Name of Registrant as Specified in Charter;
State of Incorporation;
Address and Telephone Number
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|
|Union Electric Company|
|Union Electric Company||¨|
|ITEM 8.01||Other Events.|
On June 22, 2021, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $525,000,000 million principal amount of its 2.15% First Mortgage Bonds due 2032 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-249475-01), which became effective on October 14, 2020, and a Prospectus Supplement dated June 9, 2021, to a Prospectus dated October 14, 2020. Ameren Missouri received net offering proceeds of approximately $521.0 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||Underwriting Agreement, dated June 9, 2021, between Ameren Missouri and the several underwriters named therein, for whom BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. are acting as representatives.|
|4.1*||Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as successor trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940).|
|4.2||Supplemental Indenture, dated June 1, 2021, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 2.15% First Mortgage Bonds due 2032.|
|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 Union Electric 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.
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.
|By:||/s/ Michael L. Moehn|
|Name: Michael L. Moehn|
|Title: Executive Vice President and Chief Financial Officer|
|UNION ELECTRIC COMPANY|
|By:||/s/ Martin J. Lyons, Jr.|
|Name: Martin J. Lyons, Jr.|
|Title: Chairman and President|
|Date: June 22, 2021|