10/11/2024 | Press release | Distributed by Public on 10/11/2024 14:27
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UNION ELECTRIC COMPANY
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AMEREN MISSOURI SECURITIZATION
FUNDING I, LLC |
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(Exact name of registrant, sponsor and depositor
as specified in its charter) |
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(Exact name of registrant and issuing entity
as specified in its charter) |
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Missouri
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Delaware
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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1-2967
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333- -01
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(Commission File Number)
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(Commission File Number)
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0000100826
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0002039835
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(Central Index Key Number)
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(Central Index Key Number)
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43-0559760
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33-1368847
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(I.R.S. Employer
Identification Number) |
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(I.R.S. Employer
Identification Number) |
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1901 Chouteau Avenue
St. Louis, Missouri 63103 (314) 621-3222 |
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1901 Chouteau Avenue
St. Louis, Missouri 63103 (314) 621-3222 |
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(Address, including zip code, and telephone number,
including area code, of depositor's principal executive offices) |
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(Address, including zip code, and telephone number,
including area code, of issuing entity's principal executive offices) |
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MICHAEL F. FITZPATRICK, JR., ESQ.
ADAM R. O'BRIAN, ESQ. Hunton Andrews Kurth LLP 200 Park Avenue New York, New York 10166 (212) 309-1000 |
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ERIC D. TASHMAN, ESQ.
Norton Rose Fulbright US LLP 555 California Street San Francisco, California 94104 (628) 231-6803 |
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Tranche
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Expected
Weighted Average Life (Years) |
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Principal
Amount Offered |
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Scheduled
Final Payment Date |
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Final
Maturity Date |
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Interest
Rate |
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Initial
Price to Public(1) |
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Underwriting
Discounts and Commissions |
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Proceeds to
Issuing Entity (Before Expenses) |
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| | | | | | | $ | | | | | | | | | | | | | | | | | | | | |
| Goldman Sachs & Co. LLC | | |
RBC Capital Markets
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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| | | | 2 | | |
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OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS
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| | | | 3 | | |
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PROSPECTUS SUMMARY OF TERMS
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| | | | 7 | | |
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SUMMARY OF RISK FACTORS
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| | | | 21 | | |
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RISK FACTORS
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| | | | 23 | | |
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RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS
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| | | | 24 | | |
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SERVICING FORECASTING RISKS
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| | | | 27 | | |
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RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE SECURITIZED UTILITY TARIFF PROPERTY
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| | | | 29 | | |
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DISASTER-RELATED RISKS
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| | | | 30 | | |
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RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER
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| | | | 31 | | |
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OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIZED UTILITY TARIFF BONDS
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| | | | 35 | | |
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REVIEW OF SECURITIZED UTILITY TARIFF PROPERTY
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| | | | 41 | | |
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THE SECURITIZED UTILITY TARIFF PROPERTY AND THE SECURITIZATION LAW
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| | | | 45 | | |
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AMEREN MISSOURI'S FINANCING ORDER
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| | | | 50 | | |
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THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR
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| | | | 54 | | |
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AMEREN MISSOURI SECURITIZATION FUNDING I, LLC, THE ISSUING ENTITY
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| | | | 59 | | |
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DESCRIPTION OF THE SECURITIZED UTILITY TARIFF BONDS
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| | | | 62 | | |
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EXPECTED SINKING FUND SCHEDULE
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| | | | 65 | | |
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EXPECTED AMORTIZATION TABLE
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| | | | 65 | | |
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THE TRUSTEE
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| | | | 83 | | |
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SECURITY FOR THE SECURITIZED UTILITY TARIFF BONDS
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| | | | 85 | | |
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WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS FOR THE SECURITIZED UTILITY TARIFF BONDS
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| | | | 91 | | |
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THE SALE AGREEMENT
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| | | | 93 | | |
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THE SERVICING AGREEMENT
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| | | | 102 | | |
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HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT
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| | | | 111 | | |
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USE OF PROCEEDS
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| | | | 115 | | |
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PLAN OF DISTRIBUTION
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| | | | 116 | | |
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AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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| | | | 118 | | |
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
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| | | | 119 | | |
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STATE AND OTHER TAX CONSEQUENCES
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| | | | 123 | | |
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ERISA CONSIDERATIONS
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| | | | 124 | | |
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LEGAL PROCEEDINGS
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| | | | 128 | | |
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RATINGS FOR THE SECURITIZED UTILITY TARIFF BONDS
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| | | | 129 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 130 | | |
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INCORPORATION BY REFERENCE
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| | | | 131 | | |
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INVESTMENT COMPANY ACT OF 1940 AND VOLCKER RULE MATTERS
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| | | | 132 | | |
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RISK RETENTION
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| | | | 133 | | |
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LEGAL MATTERS
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| | | | 134 | | |
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GLOSSARY OF DEFINED TERMS
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| | | | 135 | | |
Tranche
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Principal Amount
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Tranche
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Interest Rate
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Weighted Average Life:
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Tranche
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Expected Weighted
Average Life (years) |
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Tranche
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Scheduled Final
Payment Date |
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Final
Maturity Date |
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Voltage Level
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Securitized Utility
Tariff Charge Line Loss Adjustment Factor |
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2023 Actual
Billed kWh Breakdown |
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Customer Classes
Included |
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Secondary
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| | | | 1.0539 | | | | | | 76.8% | | | |
Residential, Commercial,
Industrial, Other |
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Primary
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| | | | 1.0222 | | | | | | 16.6% | | | |
Commercial, Industrial
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High Voltage
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| | | | 1.0059 | | | | | | 6.0% | | | |
Commercial, Industrial
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Transmission
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| | | | 0.9928 | | | | | | 0.6% | | | |
Commercial, Industrial
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Customer Class
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2019
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2020
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2021
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2022
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2023
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Residential
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| | | | 13,532 | | | | | | 13,267 | | | | | | 13,366 | | | | | | 13,915 | | | | | | 12,839 | | |
Commercial
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| | | | 14,269 | | | | | | 13,117 | | | | | | 13,556 | | | | | | 13,826 | | | | | | 13,466 | | |
Industrial
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| | | | 4,242 | | | | | | 4,158 | | | | | | 4,151 | | | | | | 4,090 | | | | | | 3,977 | | |
Other
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| | | | 99 | | | | | | 88 | | | | | | 81 | | | | | | 76 | | | | | | 71 | | |
Total
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| | | | 32,142 | | | | | | 30,630 | | | | | | 31,154 | | | | | | 31,907 | | | | | | 30,353 | | |
Customer Class
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2019
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2020
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2021
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2022
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2023
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Residential
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| | | $ | 1,407 | | | | | $ | 1,368 | | | | | $ | 1,446 | | | | | $ | 1,555 | | | | | $ | 1,581 | | |
Commercial
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| | | $ | 1,160 | | | | | $ | 1,034 | | | | | $ | 1,117 | | | | | $ | 1,208 | | | | | $ | 1,277 | | |
Industrial
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| | | $ | 282 | | | | | $ | 261 | | | | | $ | 275 | | | | | $ | 291 | | | | | $ | 307 | | |
Other
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| | | $ | 17 | | | | | $ | 17 | | | | | $ | 17 | | | | | $ | 18 | | | | | $ | 19 | | |
Total
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| | | $ | 2,866 | | | | | $ | 2,681 | | | | | $ | 2,854 | | | | | $ | 3,072 | | | | | $ | 3,183 | | |
Customer Class
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2019
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2020
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2021
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2022
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2023
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Residential
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| | | | 1,066,035 | | | | | | 1,071,999 | | | | | | 1,077,436 | | | | | | 1,082,243 | | | | | | 1,087,971 | | |
Commercial
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| | | | 158,687 | | | | | | 159,512 | | | | | | 161,399 | | | | | | 162,932 | | | | | | 160,866 | | |
Industrial
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| | | | 3,836 | | | | | | 3,754 | | | | | | 3,674 | | | | | | 3,630 | | | | | | 3,576 | | |
Other
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| | | | 1,688 | | | | | | 1,698 | | | | | | 1,751 | | | | | | 1,748 | | | | | | 1,749 | | |
Total
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| | | | 1,230,246 | | | | | | 1,236,963 | | | | | | 1,244,260 | | | | | | 1,250,553 | | | | | | 1,254,162 | | |
| | |
2019
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2020
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2021
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2022
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2023
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Forecast
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| | | | 32,080 | | | | | | 32,157 | | | | | | 31,300 | | | | | | 31,087 | | | | | | 30,886 | | |
Actual
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| | | | 32,142 | | | | | | 30,630 | | | | | | 31,154 | | | | | | 31,907 | | | | | | 30,353 | | |
Variance
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| | | | 62 | | | | | | (1,527) | | | | | | (146) | | | | | | 820 | | | | | | (533) | | |
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2019
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2020
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2021
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2022
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2023
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Electric Operating Revenue
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| | | | 2,866,146 | | | | | | 2,681,264 | | | | | | 2,854,432 | | | | | | 3,072,474 | | | | | | 3,183,409 | | |
Net Write-Offs
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| | | | 7,885 | | | | | | 5,688 | | | | | | 8,239 | | | | | | 7,958 | | | | | | 10,488 | | |
Percentage of Electric Operating Revenue
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| | | | 0.28% | | | | | | 0.21% | | | | | | 0.29% | | | | | | 0.26% | | | | | | 0.33% | | |
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2019
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2020
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2021
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2022
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2023
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Average Days Sales Outstanding
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| | | | 22.69 | | | | | | 24.04 | | | | | | 22.93 | | | | | | 23.35 | | | | | | 24.15 | | |
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2019
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2020
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2021
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2022
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2023
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31 - 60 days
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| | | | 2.12% | | | | | | 2.71% | | | | | | 1.78% | | | | | | 2.38% | | | | | | 2.28% | | |
61 - 90 days
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| | | | 0.79% | | | | | | 1.30% | | | | | | 0.73% | | | | | | 1.00% | | | | | | 1.08% | | |
91+ days
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| | | | 1.17% | | | | | | 2.52% | | | | | | 1.55% | | | | | | 1.68% | | | | | | 1.87% | | |
Total | | | | | 4.08% | | | | | | 6.53% | | | | | | 4.07% | | | | | | 5.06% | | | | | | 5.24% | | |
Name
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Age
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Title
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Background
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Darryl T. Sagel | | | 52 | | | Manager, Treasurer and President | | | Darryl T. Sagel has served as Vice President and Treasurer of Ameren Corp. and Ameren Missouri since July 2018. Mr. Sagel previously served as Vice President, Corporate Development from July 2012 to July 2018. Prior to joining Ameren in 2012, Mr. Sagel served as a Managing Director, Investment Banking, with Rothschild Inc. and with Lazard in their New York offices. | |
David R. Loesch | | | 48 | | | Manager and Controller | | | David R. Loesch was appointed Vice President and Controller of Ameren Corp. in June 2020. Mr. Loesch previously served as Director, Ameren Services Center from May 2017 to June 2020 and as Director, External Reporting, from January 2013 to May 2017, and previously in various accounting roles. Prior to joining Ameren in 2000, Mr. Loesch worked for a public accounting firm. | |
| | | | | | Independent Manager | | | | |
Tranche
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Expected Weighted
Average Life (Years) |
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Principal Amount
Offered |
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Scheduled Final
Payment Date |
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Final Maturity
Date |
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Interest Rate
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Semi-Annual Payment Date
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Tranche
Principal |
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Tranche
Principal |
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| | | | $ | | | | | $ | | | ||
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Total Payments
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Semi-Annual Payment Date
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Tranche
Principal |
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Tranche
Principal |
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Closing Date
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| | | $ | | | | | $ | | |
Recipient
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Source of Payment
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Fees and Expenses Payable
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Servicer | | | Securitized utility tariff charge collections and investment earnings | | | $ (0.05% of the initial aggregate principal amount of the securitized utility tariff bonds) per annum (so long as servicer is Ameren Missouri or an affiliate) | |
Trustee | | | Securitized utility tariff charge collections and investment earnings | | |
$ per annum plus expenses
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Independent Manager | | | Securitized utility tariff charge collections and investment earnings | | |
$ per annum plus expenses
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Administrator | | | Securitized utility tariff charge collections and investment earnings | | | $50,000 per annum plus reimbursable third-party costs | |
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Weighted Average Life Sensitivity
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Expected Weighted
Average Life (Years) |
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-5%
( Standard Deviations from Mean) |
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-15%
( Standard Deviations from Mean) |
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Tranche
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WAL (yrs)
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Change (days)*
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WAL (yrs)
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Change (days)*
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Underwriter
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Tranche
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Tranche
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Goldman Sachs & Co. LLC
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| | | $ | | | | | $ | | | ||
RBC Capital Markets, LLC
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Total
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| | | $ | | | | | $ | | | |
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Selling Concession
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Reallowance Discount
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Tranche
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| | | | % | | | | | | % | | |
Tranche
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| | | | % | | | | | | % | | |
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Securities and Exchange Commission registration fee
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| | | $ | * | | |
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Consulting & Systems Programming
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| | | | * | | |
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Trustee fees and expenses
|
| | | | * | | |
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Legal fees and expenses
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| | | | * | | |
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Accounting fees and expenses
|
| | | | * | | |
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Rating Agencies' fees and expenses
|
| | | | * | | |
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Structuring advisor fees and expenses
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| | | | * | | |
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Miscellaneous fees and expenses
|
| | | | * | | |
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Total
|
| | | $ | * | | |
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EXHIBIT
NO. |
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DESCRIPTION OF EXHIBIT
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1.1
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| | Form of Underwriting Agreement* | |
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3.1
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Certificate of Formation of Ameren Missouri Securitization Funding I, LLC
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3.2
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| | Form of Amended and Restated Limited Liability Company Agreement of Ameren Missouri Securitization Funding I, LLC* | |
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4.1
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| | Form of Indenture for the issuance of Securitized Utility Tariff Bonds, Series 2024-A, between Ameren Missouri Securitization Funding I, LLC and the Trustee (including forms of the securitized utility tariff bonds)* | |
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4.2
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| | Form of Series Supplement for the issuance of Securitized Utility Tariff Bonds, Series 2024-A, between Ameren Missouri Securitization Funding I, LLC and the Trustee (included as part of Exhibit 4.1)* | |
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5.1
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| | Opinion of Hunton Andrews Kurth LLP with respect to legality* | |
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8.1
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| | Opinion of Hunton Andrews Kurth LLP with respect to federal tax matters* | |
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10.1
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| | Form of Securitized Utility Tariff Property Servicing Agreement between Ameren Missouri Securitization Funding I, LLC and Union Electric Company, as Servicer* | |
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10.2
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| | Form of Securitized Utility Tariff Property Purchase and Sale Agreement between Ameren Missouri Securitization Funding I, LLC and Union Electric Company, as Seller* | |
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10.3
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| | Form of Administration Agreement between Ameren Missouri Securitization Funding I, LLC and Union Electric Company, as Administrator* | |
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21.1
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List of Subsidiaries
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23.1
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| | Consent of Hunton Andrews Kurth LLP (included as part of its Opinions filed as Exhibits 5.1 and 8.1)* | |
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24.1
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Power of Attorney of certain directors of Union Electric Company (included on signature page to this Registration Statement)
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25.1
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| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended of The Bank of New York Mellon Trust Company, N.A. for the form of Indenture for the issuance of Securitized Utility Tariff Bonds, Series 2024-A | |
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99.1
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Financing Order
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EXHIBIT
NO. |
| |
DESCRIPTION OF EXHIBIT
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99.2
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| | Form of Opinion of Hunton Andrews Kurth LLP with respect to U.S. constitutional matters* | |
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99.3
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| | Form of Opinion of Dentons US LLP with respect to Missouri constitutional matters* | |
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99.4
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| | Consent of Independent Manager Nominee* | |
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107.1
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Filing Fee Table
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Signatures
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Title
|
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Date
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/s/ Mark C. Birk
Mark C. Birk
|
| |
Chairman and President
(Principal Executive Officer) |
| |
October 11, 2024
|
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/s/ Michael L. Moehn
Michael L. Moehn
|
| |
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
| |
October 11, 2024
|
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/s/ Theresa A. Shaw
Theresa A. Shaw
|
| |
Senior Vice President, Finance and Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 11, 2024
|
|
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/s/ Mark C. Birk
Mark C. Birk
|
| |
Director
Chairman and President |
| |
October 11, 2024
|
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/s/ Fadi M. Diya
Fadi M. Diya
|
| |
Director
|
| |
October 11, 2024
|
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/s/ Michael L. Moehn
Michael L. Moehn
|
| |
Director
|
| |
October 11, 2024
|
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/s/ Chonda J. Nwamu
Chonda J. Nwamu
|
| |
Director
|
| |
October 11, 2024
|
|
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Signatures
|
| |
Title
|
| |
Date
|
|
|
/s/ Darryl T. Sagel
Darryl T. Sagel
|
| |
Manager, President and Treasurer
(Principal Executive Officer) (Principal Financial Officer) |
| |
October 11, 2024
|
|
|
/s/ David R. Loesch
David R. Loesch
|
| |
Manager, and Controller
(Principal Accounting Officer) |
| |
October 11, 2024
|
|