ST. LOUIS, MO (STL.News) – Ameren Corporation (NYSE: 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.