ITEM 8.01 Other Events.
On June 23, 2016, Union Electric Company, doing business as Ameren Missouri
("Ameren Missouri"), a subsidiary of Ameren Corporation, issued and sold $150
million aggregate principal amount of its 3.65% Senior Secured Notes due 2045
(the "Notes"), which Notes are a further issuance of the Senior Secured Notes
due 2045 previously issued on April 6, 2015 in the aggregate principal amount of
$250 million. The Notes were issued pursuant to a Registration Statement on Form
S-3 (File No. 333-205139-01), which became effective on June 22, 2015, and a
Prospectus Supplement dated June 20, 2016, to a Prospectus dated June 22, 2015.
Ameren Missouri received net offering proceeds of approximately $147.9 million,
before expenses, upon the closing of the transaction. Ameren Missouri used the
net offering proceeds to repay outstanding short-term debt.
Ameren Missouri is filing this Current Report on Form 8-K to report as exhibits
certain documents in connection with the offering of the Notes.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit Number Title
1 Underwriting Agreement, dated June 20, 2016, between Ameren
Missouri and the several underwriters named therein, for whom
BNP Paribas Securities Corp., J.P. Morgan Securities LLC, RBC
Capital Markets, LLC and Wells Fargo Securities, LLC are
acting as representatives.
4.1* Indenture dated as of August 15, 2002, from Ameren Missouri
to The Bank of New York Mellon, as trustee, relating to the
Notes (Current Report on Form 8-K, Exhibit 4.1, File
4.2* Company Order establishing the 3.65% Senior Secured Notes due
2045 (Current Report on Form 8-K, Exhibit 4.2, File
4.3 Company Order requesting authentication of the Notes.
4.4 Global Note.
4.5* Indenture of Mortgage and Deed of Trust dated June 15, 1937,
from Ameren Missouri to The Bank of New York Mellon, as
trustee, as amended May 1, 1941, and Second Supplemental
Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940).
4.6* Supplemental Indenture, dated as of March 15, 2015, by and
between Ameren Missouri and The Bank of New York Mellon, as
trustee, relating to the First Mortgage Bonds, Senior Notes
Series QQ, securing the 3.65% Senior Secured Notes due 2045
(Current Report on Form 8-K, Exhibit 4.5, File No. 1-2967).
5.1 Opinion of Gregory L. Nelson, Esq., Senior Vice President,
General Counsel and Secretary of Ameren Missouri, regarding
the legality of the Notes (including consent).
5.2 Opinion of Morgan, Lewis & Bockius LLP regarding the legality
of the Notes (including consent).
* 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
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