Ameren & Union Electric Signal Rule 425 Communications

TL;DR

**Ameren is signaling a big corporate move is coming, likely a deal or offering.**

AI Summary

Ameren Corporation and its subsidiary, Union Electric Company, filed an 8-K on January 9, 2024, indicating they are using written communications under Rule 425 of the Securities Act. This filing, while not detailing a specific event, signals that Ameren is likely engaging in or preparing for a transaction (like an acquisition, merger, or offering) that requires specific communications to investors. For shareholders, this means Ameren might be about to announce a significant corporate action that could impact the stock's future value, either positively or negatively depending on the nature of the transaction.

Why It Matters

This filing suggests Ameren is preparing for or has initiated a significant corporate transaction, which could lead to changes in its financial structure or business operations, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing itself is administrative, but it foreshadows a potential corporate action whose details are unknown, introducing uncertainty and potential risk or reward.

Analyst Insight

Investors should monitor Ameren's subsequent filings and news releases closely for details on the corporate action hinted at by the Rule 425 communication, as this will clarify the potential impact on the stock.

Key Players & Entities

• Ameren Corporation (company) — registrant
• Union Electric Company (company) — subsidiary registrant
• January 9, 2024 (date) — date of earliest event reported
• Rule 425 (other) — SEC rule for written communications
• Securities Act (other) — governing act for Rule 425

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share AEE New York St
• $350 million — subsidiary of Ameren Corporation, sold $350 million principal amount of its 5.25% First Mor
• $344.4 m — net offering proceeds of approximately $344.4 million, before expenses, upon closing of

Filing Documents

• tm2333734d5_8k.htm (8-K) — 48KB
• tm2333734d5_ex1.htm (EX-1) — 237KB
• tm2333734d5_ex4-2.htm (EX-4.2) — 117KB
• tm2333734d5_ex5-1.htm (EX-5.1) — 10KB
• tm2333734d5_ex5-2.htm (EX-5.2) — 10KB
• tm2333734d5_ex1img001.jpg (GRAPHIC) — 14KB
• tm2333734d5_ex5-1img001.jpg (GRAPHIC) — 6KB
• tm2333734d5_ex5-1img002.gif (GRAPHIC) — 5KB
• tm2333734d5_ex5-1img002.jpg (GRAPHIC) — 26KB
• tm2333734d5_ex5-2img001.jpg (GRAPHIC) — 3KB
• tm2333734d5_ex5-2img002.jpg (GRAPHIC) — 1KB
• tm2333734d5_ex5-2img003.jpg (GRAPHIC) — 1KB
• 0001104659-24-002514.txt ( ) — 793KB
• aee-20240109.xsd (EX-101.SCH) — 3KB
• aee-20240109_def.xml (EX-101.DEF) — 26KB
• aee-20240109_lab.xml (EX-101.LAB) — 35KB
• aee-20240109_pre.xml (EX-101.PRE) — 24KB
• tm2333734d5_8k_htm.xml (XML) — 7KB

01 Other Events

ITEM 8.01 Other Events. On January 9, 2024, Union Electric Company, doing business as Ameren Missouri ("Ameren Missouri"), a subsidiary of Ameren Corporation, sold $350 million principal amount of its 5.25% First Mortgage Bonds due 2054 (the "Bonds"). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977-02), which became effective on October 13, 2023, and a Prospectus Supplement dated January 3, 2024, to a Prospectus dated October 13, 2023. Ameren Missouri received net offering proceeds of approximately $344.4 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 Bonds.

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Title 1 Underwriting Agreement, dated January 3, 2024, between Ameren Missouri and the several underwriters named therein, for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives. 4.1* Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as successor trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940). 4.2 Supplemental Indenture, dated January 1, 2024, by and between Ameren Missouri and The Bank of New York Mellon, as successor trustee, relating to the 5.25% First Mortgage Bonds due 2054. 5.1 Opinion of Chonda J. Nwamu, Esq., Executive Vice President, General Counsel and Secretary of Ameren Missouri, regarding the legality of the Bonds (including consent). 5.2 Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent). 104 Cover Page Interactive Data File (formatted as Inline XBRL). * 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 registrant. - 2 -

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. AMEREN CORPORATION (Registrant) By: /s/ Michael L. Moehn Name: Michael L. Moehn Title: Senior Executive Vice President and Chief Financial Officer UNION ELECTRIC COMPANY (Registrant) By: /s/ Mark C. Birk Name: Mark C. Birk Title: Chairman and President Date: January 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR