Long-Term Debt And Equity Financings

9 Months Ended

Sep. 30, 2022

Long-Term Debt And Equity Financings [Abstract]

LONG-TERM DEBT AND EQUITY FINANCINGS

LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

For the three and nine months ended September 30, 2022, Ameren issued a total of 0.1 million and 0.4 million shares of common stock, respectively, under its DRPlus and 401(k) plan, and received proceeds of $4 million and $29 million, respectively, and had a receivable of $8 million as of September 30, 2022. In addition, in the first quarter of 2022, Ameren issued 0.4 million shares of common stock valued at $31 million upon the settlement of stock-based compensation awards.

In May 2021, Ameren entered into an equity distribution sales agreement pursuant to which Ameren may offer and sell from time to time up to $750 million of its common stock through an ATM program, which includes the ability to enter into forward sales agreements. There were no shares issued under the ATM program for the three and nine months ended September 30, 2022. As of September 30, 2022, Ameren had substantially utilized the available capacity under the ATM program, which takes into account the forward sale agreements discussed below.

Ameren has entered into multiple forward sale agreements under the ATM program with various counterparties relating to 6.6 million shares of common stock.

Related to the forward sale agreements outstanding as of September 30, 2022, these agreements can be settled at Ameren’s discretion on or prior to dates ranging from May 3, 2023 to March 8, 2024. On a settlement date or dates, if Ameren elects to physically settle a forward sale agreement, Ameren will issue shares of common stock to the counterparties at the then-applicable forward sale price. The initial forward sale price for the agreements ranged from $86.35 to $94.80 with an average initial forward sale price of $90.31. Each initial forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and will be subject to decrease on certain dates specified in the forward sale agreements by specified amounts related to expected dividends on shares of the common stock during the term of the forward sale agreements. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a reduction of the forward sale price. The forward sale agreements will be physically settled unless Ameren elects to settle in cash or to net share settle. At September 30, 2022, Ameren could have settled the forward sale agreements with physical delivery of 6.6 million shares of common stock to the respective counterparties in exchange for cash of $587 million. Alternatively, the forward sale agreements could have also been settled at September 30, 2022, with the counterparties delivering approximately $58 million of cash or approximately 0.7 million shares of common stock to Ameren. In connection to the forward sale agreements, the various counterparties, or their affiliates, borrowed from third parties and sold 6.6 million shares of common stock. The gross sales price of these shares totaled $600 million. In connection with such sales, the counterparties were deemed to have received commissions of $6 million. Ameren has not received any proceeds from such sales of borrowed shares. The forward sale agreements have been classified as equity transactions.

Ameren Missouri

In April 2022, Ameren Missouri issued $525 million of 3.90% first mortgage bonds due April 2052, with interest payable semiannually on April 1 and October 1 of each year, beginning October 1, 2022. Ameren Missouri received net proceeds of $519 million, which were used to repay short-term debt and for near-term capital expenditures. Ameren Missouri intends to allocate an amount equal to the proceeds, after expenses, to sustainability projects meeting certain eligibility criteria.

Ameren Illinois

In August 2022, Ameren Illinois issued $500 million of 3.85% first mortgage bonds due September 2032, with interest payable semiannually on March 1 and September 1 of each year, beginning March 1, 2023. Ameren Illinois received net proceeds of $496 million, which were used to repay $400 million principal amount of its 2.70% senior secured notes that matured in September 2022 and short-term debt.

ATXI

In November 2021, pursuant to a note purchase agreement, ATXI agreed to issue $95 million of its 2.96% senior unsecured notes due 2052, with interest payable semiannually on February 25 and August 25 of each year, beginning February 25, 2023, through a private placement offering exempt from registration under the Securities Act of 1933, as amended. In August 2022, ATXI issued the notes and received net proceeds of $95 million, which were used to refinance the remaining portion of an intercompany long-term note with Ameren (parent), repay $50 million in principal amount of its 3.43% senior unsecured notes in August 2022, and repay short-term debt.

Indenture Provisions and Other Covenants

See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, in the Form 10-K for a description of our indenture provisions and other covenants, as well as restrictions on the payment of dividends. At September 30, 2022, the Ameren Companies were in compliance with the provisions and covenants contained in their indentures and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreements.

Off-balance-sheet Arrangements

At September 30, 2022, none of the Ameren Companies had any significant off-balance-sheet financing arrangements, other than variable interest entities and the multiple forward sale agreements under the ATM program relating to common stock. See Note 1 – Summary of Significant Accounting Policies for further detail concerning variable interest entities.