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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): April 4, 2025

   

 

 

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

1-2967  

Union Electric Company

(Missouri Corporation)

1901 Chouteau Avenue

St. Louis, Missouri 63103

(314) 621-3222

  43-0559760

 

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 ¨  
Union Electric 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 ¨  
Union Electric Company ¨  

 

 

Co-Registrant CIK 0000100826
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentperiodEndDate 2025-04-04
Co-Registrant Written Commuunications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant Entity PreCommencement Issuer Tender Offer false

 

 

 

 

ITEM 8.01Other Events.

 

On April 4, 2025, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $500 million principal amount of its 5.25% First Mortgage Bonds due 2035 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977-02), which became effective on October 13, 2023, and a Prospectus Supplement dated March 26, 2025, to a Prospectus dated October 13, 2023. Ameren Missouri received net offering proceeds of approximately $496.6 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 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number Title

 

1Underwriting Agreement relating to the Bonds, dated March 26, 2025, between Ameren Missouri and the several underwriters named therein, for whom Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. 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).

 

4.2Supplemental Indenture, dated March 1, 2025, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 5.25% First Mortgage Bonds due 2035.

 

5.1Opinion of Stephen C. Lee, Esq., Vice President, Interim General Counsel and Secretary of Ameren Missouri, regarding the legality of the Bonds (including consent).

 

5.2Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent).

 

104Cover 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.

 

- 2 -

 

 

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 hereunto 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

 

  UNION ELECTRIC COMPANY
  (Registrant)

 

  By: /s/ Mark C. Birk
  Name: Mark C. Birk
Title:Chairman and President

 

Date: April 4, 2025