Ameren Corporation’s $561 Million Common Stock Offering and Forward Sale Agreements

Davis Polk advised the forward counterparty in connection with the execution of a forward sale agreement on 7,549,205 shares of Ameren Corporation’s common stock (NYSE: AEE) in connection with an SEC-registered offering of an equal number of shares. In connection with the forward sale agreements the forward counterparty borrowed 7,549,205 shares of Ameren Corporation’s common stock from third parties and sold these shares to itself, in its capacity as underwriter of the SEC-registered common stock offering. The net proceeds of the offering (assuming physical settlement of the forward sale agreements at the initial forward sale price) are expected to be approximately $560 million.

Based in St. Louis, Missouri, Ameren Corporation powers the quality of life for 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries.

The Davis Polk equity derivatives team included partner Mark M. Mendez and associate Joseph Luizzi. Partner Michael Farber and associate Jonathan Saltz provided tax advice. All members of the Davis Polk team are based in the New York office.