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AEE > SEC Filings for AEE > Form 8-K on 15-Nov-2012All Recent SEC Filings

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Form 8-K for AMEREN CORP


15-Nov-2012

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agre


ITEM 1.01 Entry into a Material Definitive Agreement.

Ameren Corporation ("Ameren") and certain of its subsidiaries have entered into definitive multi-year credit facility agreements with a large and diverse group of lenders, providing substantial liquidity. These facilities cumulatively provide $2.1 billion of credit through November 14, 2017, which maturity date may be extended with the agreement of the lenders, subject to the terms of such agreements, for two additional one-year periods. The facilities currently include 24 international, national, and regional lenders with no lender providing more than $124 million of credit in aggregate.

On November 14, 2012, Ameren, Union Electric Company, doing business as Ameren Missouri ("Ameren Missouri"), JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto entered into a $1 billion multi-year, senior unsecured revolving credit agreement (the "2012 Missouri Credit Agreement"). The Credit Agreement dated as of September 10, 2010 (the "2010 Missouri Credit Agreement"), under which Ameren and Ameren Missouri were borrowers, was terminated contemporaneously with the entrance into the 2012 Missouri Credit Agreement.

Also on November 14, 2012, Ameren, Ameren Illinois Company, doing business as Ameren Illinois ("Ameren Illinois"), JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto entered into a $1.1 billion multi-year, senior unsecured revolving credit agreement (the "2012 Illinois Credit Agreement" and, together with the 2012 Missouri Credit Agreement, the "2012 Credit Agreements"). The Credit Agreement dated as of September 10, 2010 (the "2010 Illinois Credit Agreement"), under which Ameren and Ameren Illinois were borrowers, was terminated contemporaneously with the entrance into the 2012 Illinois Credit Agreement.

Contemporaneously with the entrance into each of the 2012 Credit Agreements, the Credit Agreement dated as of September 10, 2010 (the "2010 Genco Credit Agreement"), under which Ameren and Ameren Energy Generating Company ("Genco") were borrowers, was also terminated.

The obligations of each borrower under the respective 2012 Credit Agreement to which it is a party will be several and not joint, and, except under limited circumstances relating to expenses and indemnities, the obligations of Ameren Missouri and Ameren Illinois under the respective 2012 Credit Agreements are not guaranteed by Ameren or any other subsidiary of Ameren. The maximum aggregate amount available to each borrower under each facility is as follows (such amount being such borrower's "Borrowing Sublimit"): (x) under the 2012 Missouri Credit Agreement: Ameren-$500 million and Ameren Missouri-$800 million; and (y) under the 2012 Illinois Credit Agreement: Ameren-$300 million and Ameren Illinois-$800 million.

Ameren has the option to seek additional commitments from existing or new lenders to increase the total facility size of the 2012 Credit Agreements up to the following maximum amounts: in the case of the 2012 Missouri Credit Agreement
- $1.2 billion and in the case of the 2012 Illinois Credit Agreement - $1.3 billion. Each of the 2012 Credit Agreements will mature and expire with respect to Ameren on November 14, 2017 (unless extended as described above, but in no event, later than November 14, 2019) (such maturity date as then in effect being, the "Final Maturity Date"). Borrowing Sublimits of Ameren Missouri and Ameren Illinois under the applicable 2012 Credit Agreement will mature and expire on November 13, 2013, subject to extension by the such borrowers with federal regulatory approvals on a 364-day basis or, upon subsequent receipt of required federal or state regulatory approvals, such later dates as requested (or permitted under such approvals), but in no event later than the Final Maturity Date. Ameren Missouri and Ameren Illinois intend to seek regulatory approval to extend the maturity dates of their respective Borrowing Sublimits under the 2012 Missouri Credit Agreement and 2012 Illinois Credit Agreement to November 14, 2017. If and when such regulatory approvals are received, no lender approval will be required to effect any such extensions. The principal amount of each revolving loan owed by a borrower under any 2012 Credit Agreement to which it is a party will be due and payable no later than the Final Maturity Date relating to such borrower under such 2012 Credit Agreement.

The obligations of all borrowers under the 2012 Credit Agreements are unsecured; provided that upon any grant of a lien (other than certain otherwise expressly permitted liens) by Ameren or any of its subsidiaries in order to secure indebtedness of the Ameren Corporation parent company, the lenders under the 2012 Credit Agreements will be entitled to equal and ratable liens on such property so encumbered in order to secure the obligations of Ameren under the 2012 Credit Agreements.


Loans are available on a revolving basis under each of the 2012 Credit Agreements and may be repaid (without premium or penalty) and, subject to satisfaction of the conditions to borrowing (as set forth below), reborrowed from time to time. At the election of each borrower, the interest rates on such loans will be the alternate base rate ("ABR") plus the margin applicable to the particular borrower and/or the Eurodollar rate plus the margin applicable to the particular borrower. The applicable margins will be determined by reference to, in the case of any borrower, such borrower's long-term unsecured credit ratings or, if no such ratings are then in effect, such borrower's corporate/issuers ratings then in effect. ABR is a fluctuating interest rate equal to the highest of JPMorgan Chase Bank, N.A.'s prime rate, the sum of the federal funds effective rate plus 0.50% per annum and the one-month Eurodollar rate plus 1.00% per annum. The Eurodollar interest rate is the applicable British Bankers' Association London interbank offered rate for deposits in U.S. dollars. A competitive bid rate is also available under the 2012 Credit Agreements if requested by a borrower. Letters of credit in an aggregate undrawn face amount not to exceed 25% of the applicable aggregate commitment under the respective 2012 Credit Agreements are also available for issuance for the account of the borrowers thereunder (but subject to the applicable overall combined facility borrowing limitations and the applicable Borrower Sublimits of the 2012 Credit Agreements). The applicable margins shall range from 1.00% to 2.05%, in the case of Eurodollar borrowings, and from 0.00% to 1.05%, in the case of ABR borrowings. The applicable margins for Eurodollar borrowings on the closing date were 1.275% for Ameren Illinois and Ameren Missouri and 1.475% for Ameren. There were no borrowings at closing. In addition, a commitment fee ranging from 0.125% to 0.45% (based on identical ratings criteria) shall be payable quarterly on the . . .


ITEM 1.02 Termination of a Material Definitive Agreement.

As a condition to the effectiveness of the 2012 Credit Agreements, effective November 14, 2012, the 2010 Missouri Credit Agreement, the 2010 Illinois Credit Agreement and the 2010 Genco Credit Agreement were terminated in respect of all parties, including Ameren, Ameren Missouri, Ameren Illinois and Genco.



ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above for a description of the 2012 Credit Agreements.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number:      Title

10.1         Credit Agreement, dated as of November 14, 2012, by and among Ameren,
             Ameren Missouri and JPMorgan Chase Bank, N.A., as agent, and the
             lenders party thereto.

10.2         Credit Agreement, dated as of November 14, 2012, by and among Ameren,
             Ameren Illinois and JPMorgan Chase Bank, N.A., as agent, and the
             lenders party thereto.

This combined Form 8-K is being filed separately by Ameren Corporation, Union Electric Company, Ameren Illinois Company and Ameren Energy Generating Company (each a "registrant"). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.


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