ameren8k06302009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported):
|
Commission File
Number
|
Exact
Name of Registrant as
Specified
in Charter;
State
of Incorporation;
Address and Telephone
Number
|
IRS
Employer
Identification
Number
|
|
|
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
|
|
1-2967
|
Union
Electric Company
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
43-0559760
|
|
1-3672
|
Central
Illinois Public Service Company
(Illinois
Corporation)
607
East Adams Street
Springfield,
Illinois 62739
(217)
523-3600
|
37-0211380
|
|
333-56594
|
Ameren
Energy Generating Company
(Illinois
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
37-1395586
|
|
2-95569
|
CILCORP
Inc.
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-1169387
|
|
1-2732
|
Central
Illinois Light Company
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-0211050
|
|
1-3004
|
Illinois
Power Company
(Illinois
Corporation)
370
South Main Street
Decatur,
Illinois 62523
(217)
424-6600
|
37-0344645
|
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM
1.01 Entry into a Material Definitive
Agreement.
Ameren Corporation (“Ameren”) and
certain of its subsidiaries have successfully reached 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 July 14, 2010 reducing to $1.8795 billion through July
14, 2011. The facilities, which were oversubscribed, include 24
international, national, and regional lenders with no lender providing more than
$146 million.
Amendment and Restatement of the
Prior Credit Agreement; Supplemental Credit Agreement. On June
30, 2009, Ameren, Union Electric Company, doing business as AmerenUE (“UE”) and
Ameren Energy Generating Company (“Genco”), JPMorgan Chase Bank, N.A., as agent,
and the other lenders party thereto, with J.P. Morgan Securities Inc. and
Barclays Capital, as joint arrangers and joint bookrunners, entered into an
Amendment Agreement to amend and restate the Amended and Restated Five-Year
Revolving Credit Agreement dated as of July 14, 2006 (originally entered into as
of July 14, 2005) (the “Prior Multi-Borrower Credit Agreement”) as set forth in
a $1.15 billion Amended and Restated Credit Agreement dated as of June 30, 2009
(the “2009 Multi-Year Credit Agreement”), and Ameren, UE, Genco, JPMorgan Chase
Bank, N.A., as agent, and the other lenders party thereto, with J.P. Morgan
Securities Inc. and Barclays Capital, as joint arrangers and joint bookrunners,
entered into a $150 million Supplemental Credit Agreement dated as of June 30,
2009 (the “Supplemental Agreement” and together with the 2009 Multi-Year Credit
Agreement, the “2009 Multi-Year Credit Agreements”). The purpose of
the Supplemental Agreement is to provide Ameren, UE and Genco an additional
facility of $150 million on terms and conditions substantially identical to the
2009 Multi-Year Credit Agreement.
A copy of each of the 2009 Multi-Year
Credit Agreements will be timely filed by the appropriate registrants as an
exhibit to a future filing under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
The obligations of each borrower under
the 2009 Multi-Year Credit Agreements will be several and not joint, and except
under limited circumstances relating to expenses and indemnities, the
obligations of UE or Genco are not guaranteed by Ameren or any other subsidiary
of Ameren. The combined maximum amount available to all of the
borrowers, collectively, under the 2009 Multi-Year Credit Agreements is $1.3
billion and the combined maximum amount available to each borrower,
individually, under both of the 2009 Multi-Year Credit Agreements is limited as
follows: Ameren - $1.15 billion, UE - $500 million and Genco - $150
million (such amounts being such borrower’s “Borrowing
Sublimit”). Central Illinois Public Service Company, doing business
as AmerenCIPS (“CIPS”), Central Illinois Light Company, doing business as
AmerenCILCO (“CILCO”) and Illinois Power Company, doing business as AmerenIP
(“IP” and collectively with CIPS and CILCO, the “Ameren Illinois Utilities”)
have no borrowing authority or liability under the 2009 Multi-Year Credit
Agreements.
On July 14, 2010, the Supplemental
Agreement will terminate, all commitments and all outstanding amounts under the
Supplemental Agreement will be consolidated with those under the 2009 Multi-Year
Credit Agreement and the combined maximum amount available to all borrowers will
be $1.0795 billion and the Borrowing Sublimits will remain the same as stated
above except that Ameren will be limited to $1.0795 billion. Ameren
has the option to seek additional commitments from existing or new lenders to
increase the total facility size to $1.3 billion after July 14,
2010. The 2009 Multi-Year Credit Agreement, modified as described in
the two previous sentences, will terminate with respect to Ameren on July 14,
2011, representing a one year extension from the Prior Multi-Borrower Credit
Agreement. The Borrowing Sublimits of UE and Genco will continue to be subject
to extension on a 364-day basis (but in no event later than July 14, 2011) with
the current maturity date of their Borrower Sublimits under the 2009 Multi-Year
Credit Agreements being June 29, 2010.
The obligations of all borrowers under
the 2009 Multi-Year Credit Agreements are unsecured.
Loans are
available on a revolving basis under the 2009 Multi-Year Credit Agreements and
may be repaid and, subject to satisfaction of the conditions to borrowing (as
set forth below), reborrowed from time to time. All borrowings, repayments and
participations in letters of credit that are made under the 2009 Multi-Year
Credit Agreement or the Supplemental Agreement are required to be made ratably
between the two agreements based on the aggregate commitment levels under both
agreements. At the election of each borrower, the interest rates on such
loans
will be either 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 such borrower’s long-term
unsecured credit ratings as in effect from time to time. 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 1/2 percent per
annum and the one-month Eurodollar rate plus 1 percent 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 if requested by a borrower. Letters of credit in an aggregate
undrawn face amount not to exceed $287.5 million are also available for issuance
for the account of the borrowers under (but within the $1.3 billion overall
combined facility limitation) the 2009 Multi-Year Credit
Agreements.
The principal amount of each revolving
loan will be due and payable no later than the final maturity of the 2009
Multi-Year Credit Agreements in the case of Ameren and the last day of the then
applicable 364-day period in the case of UE and Genco.
The 2009
Multi-Year Credit Agreements contain conditions to borrowings and issuances of
letters of credit similar to those in the Prior Multi-Borrower Credit Agreement,
including the absence of default or unmatured default, material accuracy of
representations and warranties (excluding any representation after the closing
date as to the absence of material adverse change and material litigation) and
required regulatory authorizations. The 2009 Multi-Year Credit Agreements also
contain non-financial covenants similar to those in the Prior Multi-Borrower
Credit Agreement including restrictions on the ability to incur liens, to
transact with affiliates, to dispose of assets and merge with other entities. In
addition, Ameren and certain subsidiaries are restricted to limited investments
in and other transfers to affiliates, including investments in the Ameren
Illinois Utilities and their subsidiaries.
The 2009
Multi-Year Credit Agreements require Ameren, UE and Genco to each maintain
consolidated indebtedness of not more than 65% of its consolidated total
capitalization pursuant to a defined calculation. All of the consolidated
subsidiaries of Ameren, including the Ameren Illinois Utilities, are included for
purposes of determining compliance with this capitalization test with respect to
Ameren. Failure to satisfy the capitalization covenant constitutes a default
under the 2009 Multi-Year Credit Agreements.
The 2009
Multi-Year Credit Agreements contain identical default provisions that are, in
each case, similar to those in the Prior Multi-Borrower Credit Agreement,
including a cross default of a borrower to the occurrence of a default by such
borrower under any other agreement covering indebtedness of such borrower and
certain subsidiaries (other than project finance subsidiaries and non-material
subsidiaries) in excess of $25 million in the aggregate. A default by an Ameren
Illinois Utility under the 2009 Illinois Credit Agreement (as defined below)
does not constitute a default under the 2009 Multi-Year Credit
Agreements. Any default of Ameren under the 2009 Illinois Credit
Agreement that exists solely as a result of a default by an Ameren Illinois
Utility thereunder will not constitute a default under either of the 2009
Multi-Year Credit Agreements while Ameren is otherwise in compliance with all of
its obligations under the 2009 Illinois Credit Agreement.
Ameren,
UE and Genco will use the proceeds of any borrowings under the 2009 Multi-Year
Credit Agreements for general corporate purposes, including for working capital,
commercial paper liquidity support and to fund loans under the Ameren money pool
arrangements.
Illinois Credit
Agreement. On June 30, 2009, the Ameren Illinois Utilities,
Ameren, JPMorgan Chase Bank, N.A., as agent, and the other lenders party
thereto, with J.P. Morgan Securities Inc. and Barclays Capital, as joint
arrangers and joint bookrunners, entered into an $800 million multi-year, senior
secured Credit Agreement, dated as of June 30, 2009 (the “2009 Illinois Credit
Agreement”).
A copy of
the 2009 Illinois Credit Agreement will be timely filed by the appropriate
registrants as an exhibit to a future filing under the Exchange
Act.
The 2009
Illinois Credit Agreement replaces the Ameren Illinois Utilities’ existing $500
million credit facility dated as of July 14, 2006 and their existing $500
million credit facility dated as of February 9, 2007, each as previously amended
(the “Prior Illinois Credit Agreements”), which were terminated
contemporaneously with the effectiveness of the 2009 Illinois Credit
Agreement.
Ameren
was not a borrower under the Prior Illinois Credit Agreements, but is a borrower
under the 2009 Illinois Credit Agreement. AmerenEnergy Resources
Generating Company (“AERG”), a subsidiary of CILCO and CILCORP Inc. (“CILCORP”)
were borrowers under the Prior Illinois Credit Agreements, but are not parties
to or borrowers under the 2009 Illinois Credit Agreement. All
obligations of AERG and CILCORP under the Prior Illinois Credit Agreements have
been repaid and all liens securing such obligations have been
released. AERG and CILCORP will meet their external liquidity needs
through borrowings under the Ameren money pool arrangements or other liquidity
arrangements.
The
obligations of each borrower under the 2009 Illinois Credit Agreement will be
several and not joint, and are not guaranteed by Ameren or any other subsidiary
of Ameren. The maximum amount available to each borrower under the
facility is limited as follows: Ameren - $300 million, CIPS - $135
million, CILCO - $150 million and IP - $350 million (such amounts being such
borrower’s “Borrowing Sublimit”).
The 2009 Illinois Credit Agreement will terminate with respect to all
borrowers on June 30, 2011. Each borrowing under the 2009 Illinois Credit
Agreement must be repaid no later than the 364th
day after such borrowing, in each case subject to the right of the
applicable borrower on such date to make a new borrowing or convert or
continue such borrowing as a new borrowing subject to satisfaction of the
applicable conditions to borrowing. The borrowers will use the proceeds of any
borrowings to repay amounts owing under the Prior Illinois Credit Agreements,
for working capital and other general corporate purposes. Letters of credit in
an aggregate undrawn face amount not to exceed $200 million are also available
for issuance for the account of the borrowers under (but within the $800 million
overall facility limitation under) the 2009 Illinois Credit
Agreement.
Loans are
available on a revolving basis under the 2009 Illinois Credit Agreement and may
be repaid 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 applicable under the 2009 Illinois Credit Agreement
are 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 Ameren, Ameren’s long-term unsecured credit ratings as in effect
from time to time, and in the case of the Ameren Illinois Utilities, such
utility’s long-term secured credit ratings as in effect from time to
time. 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 1/2 percent per annum and the one-month Eurodollar rate plus 1 percent
per annum. The Eurodollar interest rate is the applicable British Bankers’
Association London interbank offered rate for deposits in U. S.
dollars.
The
obligations of the Ameren Illinois Utilities under the 2009 Illinois Credit
Agreement are secured by the issuance of mortgage bonds by each such utility
under its respective mortgage indenture in an amount equal to its respective
Borrowing Sublimit. Ameren’s obligations are
unsecured. Each of the Ameren Illinois Utilities has entered into a
supplemental indenture under its mortgage indenture providing for the issuance
of the mortgage bonds securing its obligations under the 2009 Illinois Credit
Agreement. Copies of such supplemental indentures will be timely
filed by the appropriate registrant as exhibits to a future filing under the
Exchange Act.
The 2009
Illinois Credit Agreement has terms similar to the Prior Illinois Credit
Agreements, including conditions to borrowings and issuance of letters of
credit, including the absence of default or unmatured default, material accuracy
of representations and warranties (excluding, for so long as ratings conditions
shall be satisfied, any representation after the closing date as to the absence
of material adverse change and material litigation) and required regulatory
authorizations. The rating condition is satisfied if the borrower has a Moody’s
Investors Service, Inc. rating of Baa3 or higher or a Standard and Poor’s
Ratings Services rating of BBB- or higher (in the case of Ameren on senior
unsecured long-term debt and in the case of the Ameren Illinois Utilities on
senior secured long-term debt). The 2009 Illinois Credit Agreement contains
non-financial covenants including restrictions on the ability to incur liens, to
transact with affiliates, to dispose of assets and merge with other entities.
The Ameren Illinois Utilities may engage in certain mergers or similar
transactions that result in their utility operations being conducted by a single
legal entity. In addition, the 2009 Illinois Credit Agreement has
non-financial covenants limiting the ability of a borrower to invest in or
transfer assets to affiliates, covenants regarding the status of the collateral
securing the Illinois Credit Agreement and maintenance of the validity of the
security interests therein.
The 2009
Illinois Credit Agreement contains default provisions similar to those in the
Prior Illinois Credit Agreements. Defaults under the 2009 Illinois
Credit Agreement apply separately to each borrower; provided that a
default
by an Ameren Illinois Utility will constitute a default by
Ameren. Defaults include a cross default, with respect to a borrower
under the agreement, to the occurrence of a default under any other agreement
covering indebtedness of such borrower and certain subsidiaries (other than
project finance subsidiaries and non-material subsidiaries) in excess of $25
million in the aggregate. A default by Genco or UE under the 2009
Multi-Year Credit Agreements does not constitute an event of default under the
2009 Illinois Credit Agreement. Any default of Ameren under the 2009
Multi-Year Credit Agreements that exists solely as a result of a default by UE
or Genco thereunder will not constitute a default under the 2009 Illinois Credit
Agreement while Ameren is otherwise in compliance with all of its obligations
under the 2009 Multi-Year Credit Agreements. Furthermore, under the
2009 Illinois Credit Agreement, the occurrence of a default resulting from an
event or condition effecting AERG, a subsidiary of CILCO, shall be deemed to
constitute a default with respect to Ameren under the 2009 Illinois Credit
Agreement, but shall not in itself constitute a default with respect to CILCO
unless the liability that CILCO has in respect of such default or such
underlying event or condition giving rise to such default would otherwise
constitute a default with respect to CILCO had such underlying event or
condition occurred or existed at CILCO.
The 2009
Illinois Credit Agreement requires Ameren and each Ameren Illinois Utility to
maintain consolidated indebtedness of not more than 65% of its consolidated
total capitalization pursuant to a defined calculation. All of the
consolidated subsidiaries of Ameren are included for
purposes of determining compliance with this capitalization test with respect to
Ameren. In addition, Ameren is required to maintain a ratio of
consolidated funds from operations plus interest expense to consolidated
interest expense of 2.0 to 1, as of the end of most recent four fiscal quarters
and calculated and subject to adjustment in accordance with the 2009 Illinois
Credit Agreement. Failure to satisfy the capitalization covenant
constitutes a default under the 2009 Illinois Credit Agreement.
ITEM
1.02 Termination of a Material Definitive
Agreement.
As a
condition to the effectiveness of the 2009 Multi-Year Credit Agreements and the
closing of the 2009 Illinois Credit Agreement, effective June 30, 2009, the
Prior Illinois Credit Agreements were terminated in respect of all parties
including the Ameren Illinois Utilities, CILCORP and AERG. The
following agreements were also terminated in connection with the termination of
the Prior Illinois Credit Agreements.
With
respect to CILCORP, the Pledge Agreement Supplement, dated as of July 14, 2006,
between CILCORP and The Bank of New York Mellon, as collateral agent and the
Pledge Agreement Supplement, dated as of February 9, 2007, between CILCORP and
The Bank of New York Mellon, as collateral agent each relating to the pledge by
CILCORP of the common stock of CILCO as collateral for CILCORP’s obligations
under the Prior Illinois Credit Agreements.
With
respect to AERG, the Open-Ended Mortgage, Security Agreement, Assignment of
Rents and Leases and Fixtures Filing (Illinois) - E.D. Edwards plant, dated as
of July 14, 2006, by and from AERG to The Bank of New York Mellon Trust Company,
N.A., as agent; the Open-Ended Mortgage, Security Agreement, Assignment of Rents
and Leases and Fixtures Filing (Illinois) - Duck Creek plant, dated as of July
14, 2006, by and from AERG to The Bank of New York Mellon Trust Company, N.A.,
as agent; the Collateral Agency Agreement, dated as of July 14, 2006, between
AERG and The Bank of New York Mellon Trust Company, N.A., as collateral agent
and the Collateral Agency Agreement Supplement, dated as of February 9, 2007,
between AERG and The Bank of New York Mellon Trust Company, N.A., as collateral
agent, each relating to the mortgage security provided by AERG as collateral for
its obligations under the Prior Illinois Credit Agreements.
None of
such terminations included any early termination penalty.
Ameren’s
Annual Report on Form 10-K for the year ended December 31, 2008 includes in the
Exhibit Index a reference to each of the above referenced documents and
indicates form and date of the original filing under the Exchange
Act.
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 2009 Multi-Year Credit Agreements and for a description of
the 2009 Illinois Credit Agreement.
- - - - -
- - - - - - - - - - - - - - -
This combined Form 8-K is being filed
separately by Ameren Corporation, Union Electric Company, Central Illinois
Public Service Company, Ameren Energy Generating Company, CILCORP Inc., Central
Illinois Light Company and Illinois Power 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.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, each registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized. The signature for each undersigned company shall be
deemed to relate only to matters having reference to such company or its
subsidiaries.
AMEREN
CORPORATION
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
UNION
ELECTRIC COMPANY
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
AMEREN
ENERGY GENERATING COMPANY
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
CILCORP
Inc.
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS LIGHT COMPANY
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
ILLINOIS
POWER COMPANY
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
Date: June
30, 2009
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