UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported)
| Commission File Number |
Registrant; State of Incorporation; Address; and Telephone Number |
IRS Employer Identification No. |
(A
( |
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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:
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. ¨
Item 8.01. Other Events.
On August 4, 2023, Consumers Energy Company (“Consumers”) issued and sold $500,000,000 aggregate principal amount of its 4.90% First Mortgage Bonds due 2029 (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. 333-270060-01) (the “Registration Statement”), a Preliminary Prospectus Supplement dated July 31, 2023 to the Prospectus dated February 27, 2023, an Issuer Free Writing Prospectus dated July 31, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated July 31, 2023 to the Prospectus dated February 27, 2023 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 to redeem its 3.375% First Mortgage Bonds due August 15, 2023, of which $325,000,000 aggregate principal amount is outstanding and for general corporate purposes.
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.
| 4.1 | 150th Supplemental Indenture dated as of August 4, 2023, between Consumers and The Bank of New York Mellon, as Trustee. |
| 4.2 | Form of 4.90% First Mortgage Bonds due 2029 (included in Exhibit 4.1). |
| 5.1 | Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated August 4, 2023, 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. 333-270060-01). |
| 104.1 | Included in the cover page, formatted in Inline XBRL |
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: August 4, 2023 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||