AMEREN CORP

Regulatory Filings • Apr 1, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1, 2022

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Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number
1-14756	Ameren
Corporation ( Missouri Corporation) 1901
Chouteau Avenue St.
Louis , Missouri 63103 ( 314 ) 621-3222	43-1723446
1-2967	Union
Electric Company ( Missouri Corporation) 1901
Chouteau Avenue St.
Louis , Missouri 63103 ( 314 ) 621-3222	43-0559760

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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 |
| --- | --- | --- |
| Common
Stock, $0.01 par value per share | AEE | New
York Stock Exchange |

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).

	Emerging Growth Company
Ameren Corporation	¨
Union Electric Company	¨

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.

Ameren Corporation	¨
Union Electric Company	¨

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ITEM 8.01 Other Events.

On April 1, 2022, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $525 million principal amount of its 3.90% First Mortgage Bonds due 2052 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-249475-01), which became effective on October 14, 2020, and a Prospectus Supplement dated March 21, 2022, to a Prospectus dated October 14, 2020. Ameren Missouri received net offering proceeds of approximately $519.1 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.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Title

| 1 | Underwriting
Agreement, dated March 21, 2022, between Ameren Missouri and the several underwriters
named therein, for whom Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities
Americas Inc. and SMBC Nikko Securities America, 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 March 1, 2021, by and between Ameren Missouri and The Bank of New York Mellon, as
successor trustee, relating to the 3.90% First Mortgage Bonds due 2052. |
| 5.1 | Opinion of Chonda J. Nwamu, Esq., Senior Vice President, General Counsel and Secretary of the Company, 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). |

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• Incorporated by reference as indicated.

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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.

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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 thereunto 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:	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: April 1, 2022

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