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Ameren Illinois Announces Completion of Tender Offer

ST. LOUIS, Aug. 27, 2012 /PRNewswire/ -- Ameren Illinois Company, a subsidiary of Ameren Corporation (NYSE: AEE), announced today the completion of its previously announced tender offer to purchase for cash its outstanding 9.75% Senior Secured Notes due 2018 (the "9.75% Notes") and its outstanding 6.25% Senior Secured Notes due 2018 (the "6.25% Notes" and, together with the 9.75% Notes, the "Notes"). 

As of midnight, New York City time, on August 24, 2012 (the "Expiration Date"), $87,100,000 aggregate principal amount of the 9.75% Notes and $193,488,000 aggregate principal amount of the 6.25% Notes had been validly tendered and not validly withdrawn.  Ameren Illinois has accepted for purchase all Notes which were validly tendered prior to the Expiration Date. The settlement date is expected to be today, Aug. 27, 2012.  

Holders who validly tendered (and did not subsequently withdraw) their Notes prior to 5:00 p.m., New York City time, on August 10, 2012 (the "Early Tender Date"), will receive the previously announced total consideration of $1,384.06 per $1,000 principal amount of 9.75% Notes and $1,218.36 per $1,000 principal amount of 6.25% Notes, in each case which includes an early tender premium of $30.00 per $1,000 principal amount of such Notes, plus any accrued and unpaid interest from the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date.  Holders of Notes that were validly tendered after the Early Tender Date but at or prior to the Expiration Date will receive $1,354.06 per $1,000 principal amount of 9.75% Notes and $1,188.36 per $1,000 principal amount of 6.25% Notes, plus any accrued and unpaid interest from the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date.  

Any notes that were not tendered and purchased in the tender offer will remain outstanding and continue to be obligations of Ameren Illinois.  After giving effect to the purchase of the tendered Notes, $312,900,000 aggregate principal amount of 9.75% Notes and $143,512,000 aggregate principal amount of 6.25% Notes will remain outstanding. 

Ameren Illinois also announced today that it intends to redeem, on September 6, 2012, $51.1 million aggregate principal amount of outstanding 5.50% pollution control revenue bonds maturing in 2014. On August 22, 2012, the notice of redemption was mailed to holders of the bonds.

J.P. Morgan Securities LLC acted as the dealer manager for the tender offer and Global Bondholder Services Corporation acted as the depositary and information agent for the tender offer.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offer was made only pursuant to the Offer to Purchase, dated as of July 30, 2012, and only in such jurisdictions as was permitted under applicable law.

About Ameren Illinois
Ameren Illinois delivers energy to 1.2 million electric and 809,000 natural gas customers in downstate Illinois, and its mission is to meet their energy needs in a safe, reliable, efficient and environmentally responsible manner. Ameren Illinois' service area covers more than 1,200 communities and 43,700 square miles. For more information, visit AmerenIllinois.com.

Forward-looking Statements
Statements made in this release which are not based on historical facts are considered "forward-looking" and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such "forward-looking" statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include, without limitation, statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. Ameren Illinois is providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed under Risk Factors in Ameren Illinois' Annual Report on Form 10-K for the year ended December 31, 2011, and elsewhere in this release and in its other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such "forward-looking" statements:

  • regulatory, judicial, or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the outcome of Ameren Illinois' electric rate case filed in 2012; the expected Ameren Illinois appeal of a July 2012 Federal Energy Regulatory Commission order requiring a refund to transmission services customers; and future regulatory, judicial, or legislative actions that seek to change regulatory recovery mechanisms, such as the Illinois Energy Infrastructure Modernization Act ("IEIMA"), which provides for formula ratemaking in Illinois;
  • the effect of Ameren Illinois' participating in a new performance-based formula ratemaking process under the IEIMA, the related financial commitments required by the IEIMA and the resulting uncertain impact on the financial condition, results of operations and liquidity of Ameren Illinois;
  • the effects of, or changes to, the Illinois power procurement process;
  • changes in laws and other governmental actions, including monetary, fiscal, and tax policies;
  • changes in laws or regulations that adversely affect the ability of electric distribution companies, including Ameren Illinois, and other purchasers of wholesale electricity to pay their suppliers;
  • the effects of increased competition in the future due to, among other things, deregulation of certain aspects of Ameren Illinois' business at both the state and federal levels, and the implementation of deregulation;
  • the effects on demand for Ameren Illinois' services resulting from technological advances, including advances in energy efficiency and distributed generation sources, which generate electricity at the site of consumption;
  • increasing capital expenditure and operating expense requirements and Ameren Illinois' ability to recover these costs;
  • the cost and availability of purchased power and natural gas for distribution;
  • the effectiveness of Ameren Illinois' risk management strategies and the use of financial and derivative instruments;
  • the level and volatility of future prices for power in the Midwest;
  • business and economic conditions, including their impact on interest rates, bad debt expense, and demand for Ameren Illinois' products;
  • disruptions of the capital markets, deterioration in credit metrics, or other events that make Ameren Illinois' access to necessary capital, including short-term credit and liquidity, impossible, more difficult, or more costly;
  • Ameren Illinois' assessment of its liquidity;
  • the impact of the adoption of new accounting guidance and the application of appropriate technical accounting rules and guidance;
  • actions of credit rating agencies and the effects of such actions;
  • the impact of weather conditions and other natural phenomena on Ameren Illinois and its customers;
  • the impact of system outages;
  • transmission and distribution asset construction, installation, performance, and cost recovery;
  • the effects of Ameren Illinois' increasing investment in electric transmission projects and uncertainty as to whether it will achieve its expected returns in a timely fashion, if at all;
  • impairments of long-lived assets, intangible assets, or goodwill;
  • the effects of strategic initiatives, including mergers, acquisitions and divestitures, and any related tax implications;
  • the impact of current environmental regulations on utilities and new, more stringent or changing requirements, including those related to energy efficiency, that are enacted over time and that could increase Ameren Illinois' costs, result in an impairment of its assets, reduce its customers' demand for electricity or natural gas, or otherwise have a negative financial effect;
  • labor disputes, workforce reductions, future wage and employee benefits costs, including changes in discount rates and returns on benefit plan assets;
  • the inability of Ameren Illinois' counterparties and affiliates to meet their obligations with respect to contracts, credit facilities, and financial instruments;
  • legal and administrative proceedings; and
  • acts of sabotage, war, terrorism, cybersecurity attacks or intentionally disruptive acts.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except to the extent required by the federal securities laws, Ameren Illinois undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Ameren Corporation