8-KMaterial AgreementsOther EventsExhibits & Filings

AMEREN CORP 8-K Report, Material Agreement (Aug 7, 2019)

Filed August 7, 2019For Securities:AEE

Summary

Ameren Corporation (AEE) announced on August 7, 2019, the closing of a registered public offering and sale of approximately 7.55 million shares of its common stock. This offering was executed through a forward sale agreement with Goldman Sachs & Co. LLC, acting as the Forward Purchaser, and an associated underwriting agreement. The company initially sold these shares to an underwriter, who then sold them to the Forward Purchaser. Ameren has the flexibility to settle this forward sale agreement either by physically issuing new shares or through a cash or net share settlement, with settlement dates on or before March 31, 2021. The initial forward sale price is set at $74.18 per share, subject to adjustments based on interest rates and expected dividends. This structure allows Ameren to potentially receive proceeds from the sale of these shares over time, while also providing flexibility in how the transaction is ultimately settled. Investors should note the potential for dilution if Ameren chooses to physically settle by issuing new shares.

Key Highlights

  • 1Ameren Corp closed a registered public offering of 7,549,205 shares of Common Stock on August 7, 2019.
  • 2The offering was structured using a forward sale agreement with Goldman Sachs & Co. LLC, dated August 5, 2019.
  • 3The initial forward sale price is $74.18 per share, with potential adjustments for interest rates and expected dividends.
  • 4Ameren has the discretion to physically settle the agreement by issuing new shares, or to settle in cash or via net share settlement, with a final settlement deadline of March 31, 2021.
  • 5The forward sale agreement includes provisions that allow the Forward Purchaser to accelerate settlement under certain conditions, such as inability to borrow shares or specific corporate actions by Ameren.
  • 6The shares were sold under a previously effective registration statement (Form S-3) and a prospectus supplement.

Frequently Asked Questions

The forward sale agreement allows Ameren to effectively sell shares of its common stock at a predetermined price ($74.18 initially), while deferring the physical delivery of those shares to the purchaser until a future settlement date on or before March 31, 2021. This provides Ameren with flexibility and potentially better pricing conditions over time.

If Ameren chooses to physically settle the agreement by issuing new shares, this could lead to dilution for existing shareholders. The extent of dilution depends on the final settlement method and the number of shares actually issued.

Ameren has the option to physically settle the agreement by issuing new shares, or to settle in cash or through a net share settlement. The company can choose its settlement method on or before the settlement date, subject to certain conditions.

The Forward Purchaser can accelerate settlement if, among other reasons, they are unable to borrow the necessary shares at an acceptable rate, if Ameren declares certain types of dividends or distributions, if specific ownership thresholds are exceeded by the Forward Purchaser, or if certain extraordinary events occur such as a merger, tender offer, or delisting of Ameren's stock.