ST. LOUIS, Aug. 20, 2012 /PRNewswire/ — Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a wholly owned subsidiary of Ameren Corporation (NYSE: AEE), announced today that it will seek to reduce the weighted average interest rate and enhance the maturity profile of its debt through the combination of a tender offer for four series of outstanding senior secured notes and a proposed public offering of its senior secured debt securities.
Ameren Missouri has commenced a tender offer to purchase for cash its outstanding 6.00% Senior Secured Notes due 2018 (the “6.00% Notes”), 6.70% Senior Secured Notes due 2019 (the “6.70% Notes”), 5.10% Senior Secured Notes due 2018 (the “2018 5.10% Notes”), and 5.10% Senior Secured Notes due 2019 (the “2019 5.10% Notes,” and collectively with the 6.00% Notes, the 6.70% Notes and the 2018 5.10% Notes, the “Notes”) for an aggregate purchase price (including principal and premium) of up to $377 million (the “Maximum Tender Amount”).
The tender offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated August 20, 2012 (the “Offer to Purchase”), and the related Letter of Transmittal.
The tender offer will expire at midnight, New York City time, on September 19, 2012, unless extended or earlier terminated (the “Expiration Date”).
Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on September 5, 2012 (the “Early Tender Date”) and accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) which includes the early tender premium (the “Early Tender Premium”) set forth in the table below. Holders of Notes that are validly tendered after the Early Tender Date but at or prior to the Expiration Date will receive the applicable Tender Offer Consideration (as defined in the Offer to Purchase), which is an amount equal to the Total Consideration minus the Early Tender Premium. The Total Consideration and the Tender Offer Consideration will be determined at 2:00 p.m., New York City time, on September 6, 2012 (unless such time is extended by Ameren Missouri).
The amount of each series of Notes that will be purchased in the tender offer will be based on the Maximum Tender Amount and the order of priority for such series of Notes set forth in the table below (the “Acceptance Priority Level”), as more fully described in the Offer to Purchase. Notes having a higher Acceptance Priority Level (with “1” being the highest) that are validly tendered and not validly withdrawn in the tender offer will be accepted for purchase up to the Maximum Tender Amount before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level are accepted for purchase, up to the Maximum Tender Amount for all Notes in the aggregate. Ameren Missouri reserves the right, in its sole discretion and subject to applicable law, to increase or decrease the Maximum Tender Amount.
Ameren Missouri intends to conduct an underwritten public offering of its senior secured debt securities under its effective shelf registration statement, to be completed prior to the Expiration Date (the “Debt Offering”), and to use a portion of the net proceeds from the Debt Offering, together with available cash, to fund the purchase of the Notes accepted in the tender offer and to pay all related fees and expenses.
Ameren Missouri’s obligation to accept for payment and to pay for the Notes in the tender offer is subject to the satisfaction or waiver of a number of general conditions described in the Offer to Purchase and to the successful completion of the Debt Offering. Ameren Missouri has not yet entered into a definitive agreement with respect to the Debt Offering, and no assurance can be given that the Debt Offering will be completed.
Ameren Missouri will pay accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date for such Notes accepted for purchase. The settlement date is expected to be one business day following the Expiration Date, currently expected to be September 20, 2012.
Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 5, 2012, but may not be withdrawn thereafter unless required by applicable law.
Barclays Capital Inc. is acting as the dealer manager for the tender offer. The depositary and information agent is Global Bondholder Services Corporation.