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    Ameren Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    3/7/25 1:10:11 PM ET
    $AEE
    Power Generation
    Utilities
    Get the next $AEE alert in real time by email
    false 0001002910 0001002910 2025-03-07 2025-03-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): March 7, 2025

     

     

     

    AMEREN CORPORATION

    (Exact name of registrant as specified in its charter)

     

     

     

    Missouri 1-14756 43-1723446
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)

    (I.R.S. Employer

    Identification No.)

     

    1901 Chouteau Avenue, St. Louis, Missouri 63103

    (Address of principal executive offices and Zip Code)

     

    Registrant’s telephone number, including area code: (314) 621-3222

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 ¨

     

    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. ¨

     

     

     

    ITEM 8.01Other Events.

     

    On March 7, 2025, Ameren Corporation (“Ameren”) sold $750 million principal amount of its 5.375% Senior Notes due 2035 (the “Notes”). The Notes were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977), which became effective on October 13, 2023, and a Prospectus Supplement dated February 27, 2025, to a Prospectus dated October 13, 2023. Ameren received net offering proceeds of approximately $743.8 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 Notes.

     

    ITEM 9.01Financial Statements and Exhibits.

     

    (d)Exhibits

     

    Exhibit Number Title

     

    1Underwriting Agreement, dated February 27, 2025, between Ameren and the several underwriters named therein, for whom Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC are acting as representatives.

     

    4.1*Indenture, dated as of December 1, 2001, by and between Ameren and The Bank of New York Mellon Trust Company, N.A., as successor trustee, (“Ameren Indenture”) (Exhibit 4.5, File No. 333-81774).

     

    4.2*First Supplemental Indenture, dated as of May 19, 2008, to the Ameren Indenture (June 30, 2008 Form 10-Q, Exhibit 4.1, File No. 1-14756).

     

    4.3Company Order, dated March 7, 2025, establishing the Notes.

     

    4.4Global Notes.

     

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

     

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

     

    104Cover Page Interactive Data File (formatted as Inline XBRL).

     

     

    *Incorporated by reference as indicated.

     

    - 2 -

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, Ameren has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      AMEREN CORPORATION
      (Registrant)
       
      By: /s/ Michael L. Moehn
      Name: Michael L. Moehn
       Title: Senior Executive Vice President and
    Chief Financial Officer

     

    Date: March 7, 2025

     

     

     

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