Ameren Announces Pricing of Common Stock Offering with a Forward Component

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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.

Ameren Logo (PRNewsfoto/Ameren Corporation)
Ameren Logo (PRNewsfoto/Ameren Corporation)

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.