ST. LOUIS, Aug. 5, 2019 /PRNewswire/ -- Ameren Corporation (AEE) today announced the offering of 7,549,205 shares of its common stock in a registered underwritten offering. In connection with the forward sale agreement described below, subject to certain conditions, all shares are expected to be borrowed by the forward counterparty (as defined below) (or its affiliate) from third parties and sold to Goldman Sachs & Co. LLC, which is acting as the underwriter in connection with this offering. Ameren will issue and sell shares to the underwriter to the extent that the forward counterparty (or its affiliate) does not borrow and sell such number of shares. The underwriter may offer the shares in this offering in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices.
Pursuant to the forward sale agreement, Ameren expects to issue and deliver to an affiliate of the underwriter, in its capacity as forward counterparty (the "forward counterparty"), 7,549,205 shares of its common stock upon physical settlement of the forward sale agreement in exchange for cash proceeds per share equal to a forward price per share determined as provided in the forward sale agreement. 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 agreement. Settlement of the forward sale agreement will occur on a settlement date or dates to be specified at Ameren's discretion on or prior to March 31, 2021.
Ameren will not receive any proceeds from the sale of the common stock sold by the forward counterparty to the underwriter.
Ameren will add any net proceeds that it receives upon settlement of the forward sale agreement to its general funds. Ameren currently expects that it would use its general funds to provide funds to Ameren Missouri to enable Ameren Missouri to finance a portion of the approximately $1.2 billion of capital expenditures that Ameren Missouri expects to make in the fourth quarter of 2020 in connection with two build-transfer agreements that Ameren Missouri has entered into to acquire two wind generation facilities in Missouri as well as for general corporate purposes, including to repay 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 preliminary 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.
St. Louis-based Ameren Corporation powers the quality of life for 2.4 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.
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, strategies, 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 under Risk Factors in Ameren's Annual Report on Form 10-K for the year ended December 31, 2018, 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 and future regulatory, judicial, or legislative actions that change regulatory recovery mechanisms;
- the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, and energy policies;
- business and economic conditions, including their impact on interest rates, collection of our receivable balances, and demand for our products;
- disruptions of the capital markets or other events that may have an adverse effect on the cost or availability of capital;
- the actions of credit rating agencies and the effects of such actions;
- the inability of our counterparties to meet their obligations with respect to contracts and financial instruments;
- Ameren Missouri's ability to acquire wind and other renewable energy generation facilities and recover its cost of investment and related return in a timely manner, which is affected by the ability to obtain all necessary project approvals; the availability of federal production and investment tax credits related to renewable energy and Ameren Missouri's ability to use such credits; the cost of wind and solar generation technologies; and Ameren Missouri's ability to obtain timely interconnection agreements with Midcontinent Independent System Operator, Inc. or other regional transmission organizations at an acceptable cost for each facility;
- the effects of strategic initiatives, including mergers, acquisitions, and divestitures;
- legal and administrative proceedings; and
- acts of sabotage, war, terrorism, or other intentionally disruptive acts.
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.