8-K 1 a19-10644_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) May 28, 2019

 

Commission
File Number

 

Registrant; State of Incorporation;
Address; and Telephone Number

 

IRS Employer
Identification No.

 

 

 

 

 

1-5611

 

CONSUMERS ENERGY COMPANY
(A Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550

 

38-0442310

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange
on which registered

Consumers Energy Company Cumulative Preferred

 

CMS-PB

 

New York Stock Exchange

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company:        o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o

 


 

Item 8.01. Other Events.

 

On May 28, 2019, Consumers Energy Company (“Consumers”) issued and sold $300,000,000 principal amount of its 3.75% First Mortgage Bonds due 2050 (the “Bonds”), pursuant to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing a “shelf” registration process (No. 333-216355-01) (the “Registration Statement”), a Preliminary Prospectus Supplement dated May 22, 2019 to Prospectus dated March 1, 2017, an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final Prospectus Supplement dated May 22, 2019 to Prospectus dated March 1, 2017 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds.  Consumers intends to use the net proceeds from the offering to redeem its 5.65% First Mortgage Bonds due April 15, 2020, of which $300,000,000 aggregate principal amount is outstanding.

 

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

1.1

Underwriting Agreement dated May 22, 2019 among Consumers and Barclays Capital Inc., Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc., PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., and WR Securities, LLC, as underwriters.

 

 

4.1

135th Supplemental Indenture dated as of May 28, 2019 between Consumers and The Bank of New York Mellon, as Trustee.

 

 

4.2

Form of 3.75% First Mortgage Bonds due 2050 (included in Exhibit 4.1).

 

 

5.1

Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated May 28, 2019, regarding the legality of the Bonds.

 

 

23.1

Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).

 

 

99.1

Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-216355-01).

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 


 

 

CONSUMERS ENERGY COMPANY

 

 

Dated: May 28, 2019

By:

    /s/ Rejji P. Hayes

 

Rejji P. Hayes

 

Executive Vice President and

 

Chief Financial Officer