UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
|
| ||
| (State of other jurisdiction of incorporation |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code:
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 | ||
| |
|
|
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).
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 2.02 | Results of Operations and Financial Condition. |
The information set forth under “Liquidity” in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
| ITEM 8.01 | Other Events. |
Notes
On April 3, 2020, Ameren Corporation (“Ameren”) sold $800 million principal amount of its 3.50% Senior Notes due 2031 (the “Notes”). The Notes were offered pursuant to a Registration Statement on Form S-3 (File No. 333-222108), which became effective on December 15, 2017, and a Prospectus Supplement dated March 31, 2020, to a Prospectus dated December 15, 2017. Ameren received net offering proceeds of approximately $792.9 million, before expenses, upon closing of the transaction. Ameren intends to use the net offering proceeds for general corporate purposes, including to repay its short-term debt and to fund the repayment of its 2.70% senior notes due November 15, 2020.
This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the offering of the Notes.
COVID-19
Ameren is monitoring the global outbreak of the novel coronavirus (“COVID-19”) and is taking steps intended to mitigate the potential risks to Ameren posed by COVID-19. This is a rapidly evolving situation, which has disrupted economic activity in the service territories of Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”) and Ameren Illinois Company (“Ameren Illinois”) as well as the capital markets, and these disruptions could continue for a prolonged period of time or become more severe. Ameren is executing its pandemic plans, which include proactive and prudent actions to protect the safety of its customers, co-workers and communities and to support the continued delivery of safe and reliable service to its customers and the communities Ameren serves. Recognizing the potential effect that COVID-19 could have on many customers’ ability to pay their bills, both Ameren Missouri and Ameren Illinois have temporarily suspended the imposition of late payment fees and the disconnection of customers for non-payment of bills. Ameren cannot predict the extent or duration of the outbreak or its effects on the global, national, or local economy, the capital markets, or its customers, suppliers, operations, or financial results. Ameren is continuing to monitor developments with respect to the outbreak and its effects and intends to take additional measures as Ameren believes are warranted.
Liquidity
The liquidity needs of Ameren, Ameren Missouri and Ameren Illinois are typically supported through the use of available cash, drawings under committed credit agreements, commercial paper issuances, or, in the case of Ameren Missouri and Ameren Illinois, short-term affiliate borrowings. As of March 31, 2020, Ameren’s consolidated net available liquidity under Ameren’s, Ameren Missouri’s and Ameren Illinois’ committed credit agreements, which are scheduled to mature in December 2024 subject to two additional one-year extensions, and available cash and short-term investments was approximately $1.7 billion. In addition, as noted above, Ameren received net offering proceeds from the sale of the Notes of approximately $792.9 million, before expenses, and Ameren expects to receive between $540 million and $550 million upon the expected physical settlement of the August 2019 forward sale agreement on or before March 31, 2021, relating to 7.5 million shares of common stock, which is expected to be used to fund a portion of Ameren Missouri’s wind generation investments. Other than Ameren’s 2.70% senior notes due November 15, 2020, Ameren, Ameren Missouri, Ameren Illinois and Ameren Transmission Company of Illinois have no other remaining maturities of long-term debt in 2020 or 2021.
- 2 -
| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Title | |||
| 1 |
||||
| 4.1* |
||||
| 4.2* |
||||
| 4.3 |
||||
| 4.4 |
||||
| 5.1 |
||||
| 5.2 |
Opinion of Morgan, Lewis & Bockius LLP, regarding the legality of the Notes (including consent) | |||
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL) | |||
| * | Incorporated by reference as indicated. |
- 3 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMEREN CORPORATION | ||
| (Registrant) | ||
| By: |
/s/ Michael L. Moehn | |
| Name: |
Michael L. Moehn | |
| Title: |
Executive Vice President and | |
| Chief Financial Officer | ||
Date: April 3, 2020