0001104659-16-128346.txt : 20160620 0001104659-16-128346.hdr.sgml : 20160620 20160620165957 ACCESSION NUMBER: 0001104659-16-128346 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160620 DATE AS OF CHANGE: 20160620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-205139-01 FILM NUMBER: 161722667 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 314-621-3222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 314-621-3222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 FWP 1 a16-13157_2fwp.htm FWP

 

Filed Pursuant to Rule 433

Registration No. 333-205139-01

 

June 20, 2016

 

Pricing Term Sheet

 

Issuer:

 

Union Electric Company

Expected Ratings (Moody’s/S&P)*:

 

A2/A

Trade Date:

 

June 20, 2016

Settlement Date:

 

June 23, 2016 (T+3)

Issue:

 

3.65% Senior Secured Notes due 2045

Security:

 

The Senior Secured Notes will be secured by a series of the Issuer’s first mortgage bonds until the release date.

Principal Amount:

 

$150,000,000, which will be part of the same series of Senior Secured Notes issued on April 6, 2015 in the aggregate principal amount of $250,000,000

Coupon (Interest Rate):

 

3.65% per annum

Maturity:

 

April 15, 2045

Benchmark Treasury:

 

2.500% due February 15, 2046

Benchmark Treasury Price:

 

100-15

Benchmark Treasury Yield:

 

2.478%

Spread to Treasury:

 

+120 basis points

Re-offer Yield:

 

3.678%

Offering Price (Issue Price):

 

99.501% (plus accrued interest from and including April 15, 2016 to and excluding the Settlement Date (such accrued interest totaling $1,034,166.67)).

Interest Payment Dates:

 

April 15 and October 15, commencing October 15, 2016

Optional Redemption:

 

Prior to October 15, 2044, at any time at the greater of (1) 100% of the principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest that would be payable on any Senior Secured Notes to be redeemed if such Senior Secured Notes matured on October 15, 2044 discounted at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest, and on or after October 15, 2044, at any time at 100% of the principal amount plus accrued and unpaid interest

Qualified Reopening:

 

This offering of Senior Secured Notes is expected to qualify as a “qualified reopening” under U.S. Treasury regulations of the 3.65% Senior Secured Notes due 2045 issued on April 6, 2015.

CUSIP / ISIN:

 

906548 CL4 / US906548CL42

 


 

Joint Bookrunners:

 

BNP Paribas Securities Corp.

 

 

J.P. Morgan Securities LLC

 

 

RBC Capital Markets, LLC

 

 

Wells Fargo Securities, LLC

Co-Managers:

 

KeyBanc Capital Markets Inc.

 

 

SMBC Nikko Securities America, Inc.

 

 

Blaylock Beal Van, LLC

 

 

C.L. King & Associates, Inc.

 

The terms “release date” and “Adjusted Treasury Rate” have the meanings ascribed to those terms in the Issuer’s Preliminary Prospectus Supplement, dated June 20, 2016.

 

*A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time by the assigning rating organization.

 

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.  Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll-free at 1-800-854-5674, J.P. Morgan Securities LLC collect at 212-834-4533, RBC Capital Markets, LLC toll-free at 1-866-375-6829 and Wells Fargo Securities, LLC toll-free at 1-800-645-3751.