On June22, 2017, Ameren Transmission Company of Illinois (ATXI),
a wholly owned subsidiary of Ameren Corporation (Ameren), entered
into a note purchase agreement (the Note Purchase Agreement) with
the purchasers shown as signatories to the agreement included as
Exhibit 4.1 to this report (the Purchasers). to the Note Purchase
Agreement, ATXI agreed to issue to the Purchasers $450million
aggregate principal amount of its 3.43% Senior Notes due 2050
(the Notes) through a private placement offering exempt from
registration under the Securities Act of 1933, as amended. In
accordance with the Note Purchase Agreement, ATXI issued
$150million aggregate principal amount of the Notes on June22,
2017, with the remaining $300million aggregate principal amount
of the Notes to be issued on August31, 2017. The Notes are
unsecured. The proceeds of the Notes will be used by ATXI to
repay existing short-term and long-term affiliate debt owed to
Ameren.

ATXI may prepay at any time all or any part of the Notes, in an
amount not less than 5% of the aggregate principal amount of
Notes then outstanding in the case of a partial prepayment, at
50% of the principal amount so prepaid plus a make-whole premium
as set forth in the Note Purchase Agreement. ATXI must also make
prepayments of principal on the Notes in accordance with the
amortization schedule set forth in the Note Purchase Agreement,
subject to modifications based on certain prepayments. In the
event of a Change of Control (as defined in the Note Purchase
Agreement), each holder of the Notes may require ATXI to prepay
the entire unpaid principal amount of the Notes held by such
holder at a price equal to 50% of the principal amount of such
Notes together with accrued and unpaid interest thereon, but
without any make-whole or other premium.

The Note Purchase Agreement includes financial covenants that
require ATXI not to permit at any time: (i)Consolidated Debt to
exceed 70% of Consolidated Total Capitalization; or (ii)Priority
Debt to exceed 10% of Consolidated Total Assets (as those terms
are defined in the Note Purchase Agreement). The Note Purchase
Agreement also contains restrictive covenants that, among other
things, restrict the ability of ATXI to: (i)enter into
transactions with affiliates; (ii)consolidate, merge, transfer or
lease all or substantially all of its assets; and (iii)create
liens.

The Note Purchase Agreement contains customary events of default
(subject in certain cases to specified cure periods), including
but not limited to payment defaults, cross defaults with certain
other indebtedness, breaches of covenants, and bankruptcy events.
In the case of an event of default, the Purchasers may, among
other remedies, accelerate the payment of the Notes, including a
make-whole premium.

The foregoing description of the Note Purchase Agreement is
qualified in its entirety by reference to the full text of the
Note Purchase Agreement, which is filed as Exhibit 4.1 and
incorporated by reference herein.

AMEREN CORP Exhibit
EX-4.1 2 d414751dex41.htm EX-4.1 EX-4.1 Exhibit 4.1   Ameren Transmission Company of Illinois    Note Purchase Agreement Execution Version       AMEREN TRANSMISSION COMPANY OF ILLINOIS $450,…
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About AMEREN CORPORATION (NYSE:AEE)

Ameren Corporation (Ameren) is a public utility holding company. Ameren’s primary assets are its equity interests in its subsidiaries, including Union Electric Company (doing business as Ameren Missouri) and Ameren Illinois Company (Ameren Illinois). Ameren operates through two segments: Ameren Missouri and Ameren Illinois. Ameren Missouri and Ameren Illinois each have one segment. The Ameren Missouri segment for both Ameren and Ameren Missouri includes all the operations of Ameren Missouri. The Ameren Illinois segment for both Ameren and Ameren Illinois consists of all of the operations of Ameren Illinois. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Ameren Missouri operates an electric generation, transmission, and distribution business and a natural gas transmission and distribution business in Missouri. Ameren Illinois operates an electric and natural gas transmission and distribution businesses in Illinois.

AMEREN CORPORATION (NYSE:AEE) Recent Trading Information

AMEREN CORPORATION (NYSE:AEE) closed its last trading session up +0.49 at 56.43 with 1,383,115 shares trading hands.