Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
16 August 2022 - 6:48AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-249475-02
Ameren Illinois Company
Pricing Term Sheet
August 15, 2022
Issuer: |
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Ameren Illinois Company |
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Issue: |
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3.85% First Mortgage Bonds due 2032 |
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Principal Amount: |
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$500,000,000 |
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Coupon (Interest Rate): |
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3.85% per annum |
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Maturity Date: |
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September 1, 2032 |
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Benchmark Treasury: |
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2.750% due August 15, 2032 |
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Benchmark Treasury Price: |
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99–20+ |
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Benchmark Treasury Yield: |
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2.791% |
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Spread to Benchmark Treasury: |
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+108 basis points |
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Re-offer Yield: |
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3.871% |
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Offering Price (Issue Price): |
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99.827% of the principal amount |
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Interest Payment Dates: |
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March 1 and September 1, commencing March 1, 2023 |
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Optional Redemption: |
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Prior to June 1, 2032 (the “Par Call Date”) redeemable
at any time at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the redemption date (assuming the First Mortgage Bonds to be redeemed matured on
the Par Call Date) on a semi-annual basis at the Treasury Rate plus 20 basis points less (b) interest accrued to the redemption date,
and (2) 100% of the principal amount of the First Mortgage Bonds to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date. On or after the Par Call Date, redeemable at any time at a redemption price equal to 100%
of the principal amount of the First Mortgage Bonds being redeemed plus accrued and unpaid interest thereon to the redemption date. |
Expected Ratings (Moody’s/S&P)*: |
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A1 (Stable) / A (Stable) |
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Trade Date: |
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August 15, 2022 |
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Settlement Date: |
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August 29, 2022 (T+10)** |
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CUSIP / ISIN: |
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02361D AY6 / US02361DAY67 |
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Joint Book-Running Managers: |
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BNY Mellon Capital Markets, LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
Truist Securities, Inc.
Wells Fargo Securities, LLC |
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Co-Managers: |
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CastleOak Securities, L.P.
Penserra Securities LLC
R. Seelaus & Co., LLC
Siebert Williams Shank & Co.,
LLC |
The term “Treasury Rate” has the meaning ascribed to that
term in the Issuer’s Preliminary Prospectus Supplement, dated August 15, 2022.
| * | A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently
of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. |
| ** | It is expected that delivery of the First Mortgage Bonds will be made against payment therefor on or about
the Settlement Date specified above, which will be the tenth business day following the date hereof. Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties
to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the First Mortgage Bonds more than two business days prior
to the scheduled settlement date will be required, by virtue of the fact that the First Mortgage Bonds initially are expected to settle
in T+10, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. |
The Issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNY Mellon
Capital Markets, LLC toll-free at 1-800-269-6864, Mizuho Securities USA LLC toll-free at 1-866-271-7403, Morgan Stanley & Co. LLC
toll-free at 1-866-718-1649, Truist Securities, Inc. toll-free at 1-800-685-4786 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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