UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| ITEM 8.01 | Other 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Title |
| 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). |
| 4.3 | Company Order, dated March 7, 2025, establishing the Notes. |
| 4.4 | Global Notes. |
| 5.1 | Opinion of Stephen C. Lee, Esq., Vice President, Interim General Counsel and Secretary of Ameren, regarding the legality of the Notes (including consent). |
| 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. |
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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