Ameren Announces Pricing of Common Stock Offering with a Forward Component
ST. LOUIS, May 12, 2025 /PRNewswire/ -- Ameren Corporation (NYSE: AEE) announced today the pricing of an underwritten offering of 5,550,416 shares of its common stock at a price to the public of $94.00 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Barclays and Wells Fargo Securities, LLC are acting as joint lead book-running managers for this offering and as representatives for the underwriters. BofA Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC are also acting as book-running managers for this offering. Ameren will issue and sell shares to the underwriters to the extent that the forward counterparties (or their respective affiliates) do not borrow and sell such number of shares. Closing of this offering is expected to occur on or about May 14, 2025.
In connection with this offering, Ameren entered into forward sale agreements with each of Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Barclays Bank PLC and Wells Fargo Bank, National Association (the "forward counterparties"), under which Ameren agreed to issue and sell to the forward counterparties an aggregate of 5,550,416 shares of its common stock. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 832,562 shares of Ameren's common stock upon the same terms. If the underwriters exercise their option to purchase additional shares, Ameren expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.
Settlement of the forward sale agreements will occur on a settlement date or dates to be specified at Ameren's discretion on or prior to January 15, 2027. Ameren may, subject to certain conditions, elect cash or net share settlement instead of physical settlement for some or all of the shares underlying the forward sale agreements.
Ameren will use any net proceeds that it receives upon settlement of the forward sale agreements for general corporate purposes, including to repay its short-term debt.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering is being made pursuant to Ameren's effective shelf registration statement filed with the Securities and Exchange Commission (the "Commission"). The prospectus supplement and accompanying prospectus related to the offering will be available on the Commission's website at http://www.sec.gov. The offering may be made only by means of a prospectus and the related prospectus supplement, copies of which may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, N.Y., 10282, P: (866) 471-2526; F: (212) 902-9316, Prospectus_NY@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y., 11717, P: (866) 803-9204, prospectus-eq_fi@jpmchase.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y., 11717, P: (888) 603-5847, barclaysprospectus@broadridge.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, M.N., 55402, P: (800) 645-3751 (option #5), WFScustomerservice@wellsfargo.com.
About Ameren
St. Louis-based Ameren Corporation powers the quality of life for 2.5 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service. Ameren Missouri provides electric generation, transmission and distribution service, as well as natural gas distribution service. Ameren Transmission Company of Illinois develops, owns and operates rate-regulated regional electric transmission projects in the Midcontinent Independent System Operator, Inc. (MISO).
Forward-looking Statements
Statements in this release not based on historical facts are considered "forward-looking" and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, projections, strategies, targets, estimates, objectives, events, conditions, and financial performance. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Ameren is providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed within Risk Factors in Ameren's Annual Report on Form 10-K for the year ended December 31, 2024, and elsewhere in this release and in Ameren's other filings with the Securities and Exchange Commission, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:
-- regulatory, judicial, or legislative actions, and any changes in
regulatory policies and ratemaking determinations, that may change
regulatory recovery mechanisms, such as those that may result from
Ameren Missouri's natural gas delivery service regulatory rate review
filed with the Missouri Public Service Commission (MoPSC) in September
2024, Ameren Illinois' appeal of the December 2023 and 2024 Illinois
Commerce Commission (ICC) orders for the multi-year rate plan (MYRP)
electric distribution service regulatory rate review and June 2024
rehearing order to the Illinois Appellate Court for the Fifth Judicial
District, Ameren Illinois' electric distribution service revenue
requirement reconciliation adjustment request filed with the ICC in
April 2025, Ameren Illinois' natural gas delivery service regulatory
rate review filed with the ICC in January 2025, and the January and
April 2025 appeals of Federal Energy Regulatory Commission's (FERC)
October 2024 and March 2025 orders by the MISO transmission owners,
including Ameren Missouri, Ameren Illinois, and Ameren Transmission
Company of Illinois;
-- our ability to control costs and make substantial investments in our
businesses, including our ability to recover costs and investments, and
to earn our allowed returns on equity (ROEs), within frameworks
established by our regulators, while maintaining affordability of
services for our customers;
-- the effect and duration of Ameren Illinois' election to utilize MYRPs
for electric distribution service ratemaking effective for rates
beginning in 2024, including the effect of the reconciliation cap on the
electric distribution revenue requirement;
-- the effect of Ameren Illinois' use of the performance-based formula
ratemaking framework for its participation in electric energy-efficiency
programs, and the related impact of the direct relationship between
Ameren Illinois' ROE and the 30-year United States Treasury bond yields;
-- the effect on Ameren Missouri of any customer rate caps or limitations
on increasing the electric service revenue requirement pursuant to
Ameren Missouri's election to use the plant-in-service accounting
regulatory mechanism;
-- Ameren Missouri's ability to construct and/or acquire wind, solar, and
other renewable energy generation facilities and battery storage, as
well as natural gas-fired and nuclear energy centers, extend the
operating license for the Callaway Energy Center, retire fossil
fuel-fired energy centers, and implement new or existing customer
energy-efficiency programs, including any such construction,
acquisition, retirement, or implementation in connection with its Smart
Energy Plan, preferred resource plan, or emissions reduction goals, and
to recover its cost of investment, a related return, and, in the case of
customer energy-efficiency programs, any lost electric revenues in a
timely manner, each of which is affected by the ability to obtain all
necessary regulatory and project approvals, including certificates of
convenience and necessity (CCNs) from the MoPSC or any other required
approvals;
-- Ameren Missouri's ability to use or transfer federal production and
investment tax credits related to renewable energy projects and nuclear
energy production; the cost of wind, solar, and other renewable
generation and battery storage technologies; and our ability to obtain
timely interconnection agreements with the MISO or other regional
transmission organizations at an acceptable cost for each facility;
-- the outcome of competitive bids related to requests for proposals and
project approvals, including CCNs from the MoPSC and the ICC or any
other required approvals, associated with the MISO's long-range
transmission planning;
-- the inability of our counterparties to meet their obligations with
respect to contracts, credit agreements, and financial instruments,
including as they relate to the construction and acquisition of electric
and natural gas utility infrastructure and the ability of counterparties
to complete projects, which is dependent upon the availability of
necessary materials and equipment, including those obligations that are
affected by supply chain disruptions;
-- advancements in energy technologies, including carbon capture,
utilization, and sequestration, hydrogen fuel for electric production
and energy storage, next generation nuclear, and large-scale long-cycle
battery energy storage, and the impact of federal and state energy and
economic policies with respect to those technologies;
-- the effects of changes in federal, state, or local laws and other
domestic or international governmental actions, including monetary,
fiscal, foreign trade, and energy policies, foreign trade tariffs,
executive orders, or extended federal government shutdowns or defunding;
-- the effects of changes in federal, state, or local tax laws or rates;
additional regulations, interpretations, amendments, or technical
corrections to, or in connection with the Inflation Reduction Act of
2022 (IRA), including the effects of the IRA as it relates to income tax
payments or the transferability of production and investment tax credits
and the 15% minimum tax on adjusted financial statement income; and
challenges to the tax positions we have taken, if any, as well as
resulting effects on customer rates and the recoverability of the
minimum tax imposed under the IRA;
-- the effects on energy prices and demand for our services resulting from
customer growth patterns or usage, including demand from data centers,
technological advances, including advances in customer energy
efficiency, electric vehicles, electrification of various industries,
energy storage, and private generation sources, which generate
electricity at the site of consumption and are becoming increasingly
cost-competitive;
-- the cost and availability of fuel, such as low-sulfur coal, natural gas,
and enriched uranium used to produce electricity; the cost and
availability of natural gas for distribution and the cost and
availability of purchased power, including capacity, zero emission
credits, renewable energy credits, and emission allowances; and the
level and volatility of future market prices for such commodities and
credits;
-- disruptions in the delivery of fuel, failure of our fuel suppliers to
provide adequate quantities or quality of fuel, or lack of adequate
inventories of fuel, including nuclear fuel assemblies primarily from
the one Nuclear Regulatory Commission-licensed supplier of assemblies
for Ameren Missouri's Callaway Energy Center;
-- the cost and availability of transmission capacity required for the
energy generated by Ameren Missouri's energy centers or as required to
satisfy Ameren Missouri's energy sales;
-- the effectiveness of our risk management strategies and our use of
financial and derivative instruments;
-- the ability to obtain sufficient insurance, or, in the absence of
insurance, the ability to timely recover uninsured losses from our
customers;
-- the impact of cyberattacks and data security risks on us, our suppliers,
or other entities on the grid, which could, among other things, result
in the loss of operational control of energy centers and electric and
natural gas transmission and distribution systems and/or the loss of
data, such as customer, employee, financial, and operating system
information;
-- acts of sabotage, which have increased in frequency and severity within
the utility industry, war, terrorism, or other intentionally disruptive
acts;
-- business, economic, geopolitical, and capital market conditions,
including foreign trade tariffs or trade wars, evolving federal
regulatory priorities, and the impact of such conditions on interest
rates, inflation, and investments;
-- the impact of inflation or a recession on our customers and suppliers
and the related impact on our results of operations, financial position,
and liquidity;
-- disruptions of the capital and credit markets, deterioration in our
credit metrics, or other events that may have an adverse effect on the
cost or availability of capital, including short-term credit and
liquidity, and our ability to access the capital and credit markets on
reasonable terms when needed;
-- the actions of credit rating agencies and the effects of such actions;
-- the impact of weather conditions and other natural conditions on us and
our customers, including the impact of system outages and the level of
wind and solar resources;
-- the construction, installation, performance, and cost recovery of
generation, transmission, and distribution assets;
-- the ability to maintain system reliability during and after the
transition to clean energy generation by Ameren Missouri and the
electric utility industry, as well as our ability to meet existing or
future generation capacity obligations;
-- the effects of failures of electric generation, electric and natural gas
transmission or distribution, or natural gas storage facilities systems
and equipment, which could result in unanticipated liabilities or
unplanned outages;
-- the operation of Ameren Missouri's Callaway Energy Center, including
planned and unplanned outages, as well as the ability to recover costs
associated with such outages and the impact of such outages on
off-system sales and purchased power, among other things;
-- Ameren Missouri's ability to recover the remaining investment and
decommissioning costs associated with the retirement of an energy
center, as well as the ability to earn a return on that remaining
investment and those decommissioning costs;
-- the impact of current environmental laws or their interpretation and
new, more stringent, or changing requirements and environmental
policies, including those related to New Source Review provisions of the
Clean Air Act, carbon dioxide, nitrogen oxides, sulfur dioxide and other
emissions and discharges, Illinois emission standards, cooling water
intake structures, coal combustion residuals, energy efficiency, and
wildlife protection, that could limit, terminate or otherwise modify the
operation of certain of Ameren Missouri's energy centers, increase our
operating costs or investment requirements, result in an impairment of
our assets, cause us to sell our assets, reduce our customers' demand
for electricity or natural gas, or otherwise have a negative financial
effect;
-- the impact of complying with renewable energy standards in Missouri and
Illinois and with the zero emission standard in Illinois;
-- the effectiveness of Ameren Missouri's customer energy-efficiency
programs and the related revenues and performance incentives earned
under its Missouri Energy Efficiency Investment Act programs;
-- Ameren Illinois' ability to achieve the performance standards applicable
to its electric distribution business and electric customer
energy-efficiency goals and the resulting impact on its allowed ROE;
-- labor disputes, work force reductions, our ability to attract and retain
professional and skilled-craft employees, changes in future wage and
employee benefits costs, including those resulting from changes in
discount rates, mortality tables, returns on benefit plan assets, and
other assumptions;
-- the impact of negative opinions of us or our utility services that our
customers, investors, legislators, regulators, creditors, rating
agencies, or other stakeholders may have or develop, which could result
from a variety of factors, including failures in system reliability,
failure to implement our investment plans or to protect sensitive
customer information, increases in rates, negative media coverage, or
concerns about company policies or practices;
-- the impact of adopting new accounting and reporting guidance;
-- the effects of strategic initiatives, including mergers, acquisitions,
and divestitures;
-- legal and administrative proceedings;
-- pandemics or other significant global health events, and their impacts
on our results of operations, financial position, and liquidity;
-- the impacts of the Russian invasion of Ukraine and conflicts in the
Middle East, related sanctions imposed by the United States and other
governments, and any broadening of these or other global conflicts,
including potential impacts on the cost and availability of fuel,
natural gas, enriched uranium, and other commodities, materials, and
services; and
-- the inability of our counterparties to perform their obligations,
disruptions in the capital and credit markets, prolonged government
shutdowns or defunding, acts of sabotage or terrorism, including
cyberattacks, and physical attacks, and other impacts on business,
economic, and geopolitical conditions, including inflation, foreign
trade tariffs, trade wars, or recession.
New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, Ameren undertakes no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.
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