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): February 13, 2007

CMS Energy Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-09513	38-2726431
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Consumers Energy Company
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-05611	38-0442310
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

n/a
______________________________________________
Former name or former address, if changed since last report

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))

Item 1.01 Entry into a Material Definitive Agreement.

On February 13, 2007, CMS Energy Corporation ("CMS Energy") signed a memorandum of understanding ("MOU") with Petroleos de Venezuela, S.A. ("PDVSA") which is owned by the Bolivarian Republic of Venezuela. The MOU provides that CMS Energy will sell its interest in Sistema Electrico de Nueva Esparta, C.A. ("SENECA") including its 88 percent stake, certain associated generating equipment and other assets for $105.5 million. The proposed sale, subject to negotiation and execution of a definitive purchase and sale agreement, is expected to close by March 31, 2007. See the News Release dated February 13, 2007, which is attached as Exhibit 99.1 for additional information.

CMS Energy and PDVSA agree in the MOU that a definitive purchase and sale agreement will contain a number of standard representations and warranties and indemnities found in similar transactions, including the performance of legal and financial due diligence by PDVSA.

The CMS Energy Board of Directors has approved the execution o f the MOU. A copy of the MOU is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy’s News Release dated February 13, 2007.
99.2 Memorandum of Understanding dated February 13, 2007 between CMS Energy Corporation and Petroleos de Venezuela, S.A.

This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-K/A and Consumers’ Form 10-K for the Year Ended December 31, 2005 and as updated in CMS Energy’s and Consumers’ subsequently filed Forms 10-Q (CMS Energy’s and Consumers’ “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference), that discuss important factors that could cause CMS Energy’s and Consumers’ results to differ materially from those anticipated in such statements.

SIGNATURES

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.

	CMS Energy Corporation
February 14, 2007	By:	Thomas J. Webb
		Name: Thomas J. Webb
		Title: Executive Vice President and Chief Financial Officer

	Consumers Energy Company
February 14, 2007	By:	Thomas J. Webb
		Name: Thomas J. Webb
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	CMS Energy's News Release dated February 13, 2007.
99.2	Memorandum of Understanding dated February 13, 2007 between CMS Energy Corporation and Petroleos de Venezuela, S.A.

EX-99.1

EXHIBIT 99.1

CMS ENERGY AND GOVERNMENT OF VENEZUELA
SIGN MEMORANDUM OF UNDERSTANDING ON SALE
OF VENEZUELAN ELECTRIC UTILITY AND RELATED ASSETS

JACKSON, Mich., Feb. 13, 2007 – CMS Energy and the Bolivarian Republic of Venezuela signed today a memorandum of understanding for the sale of the company’s interest in Sistema Electrico de Nueva Esparta, C.A. (SENECA), including its 88 percent stake, certain associated generating equipment and other assets for $105.5 million.

The memorandum of understanding is expected to lead to sale closing by March 31, 2007. Among other necessary conditions to closing, the sale is contingent upon the negotiation and execution of a definitive purchase sale agreement, completion of satisfactory due diligence by the government, and approval by CMS Energy’s Board of Directors.

SENECA is a private electric utility that serves the state of Nueva Esparta in Venezuela through a concession agreement with the government of Venezuela. SENECA provides electric service to about 120,000 customers on Margarita and Coche islands off the northern coast of Venezuela. It owns and operates generating units with a capacity of 240 megawatts. CMS Energy purchased a controlling interest in SENECA in 1998. It is CMS Energy’s sole business in Venezuela.

CMS Energy (NYSE: CMS) is a Michigan-based company that has as its primary business operations an electric and natural gas utility, natural gas pipeline systems, and independent power generation.

###

This news release contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “Forward-Looking Statements and Risk Factors” found in the Management Discussion and Analysis sections of CMS Energy’s and Consumers Energy’s Forms 10-Q for the quarter ended Sept. 30, 2006 (CMS Energy’s and Consumers Energy’s “Forward-Looking Statements and Risk Factors” sections are both incorporated herein by reference), that discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements.

For more information on CMS Energy, please visit our web site at: www.cmsenergy.com

Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590

EXHIBIT 99.2

MEMORANDUM OF UNDERSTANDING

This Memorandum describes the current status of the conversations between the Petróleos de Venezuela, S.A. (the “PDVSA”) and CMS Energy Corporation (“CMS”) with respect to the transfer to PDVSA of all the interest of any kind that CMS and its subsidiaries hold in the company Sistema Eléctrico de Nueva Esparta, C.A. (“SENECA”), including, but not limited to, equity participation, leased equipment and indebtedness of SENECA with CMS or its subsidiaries (“CMS Interest”), provided that such equity participation is 88,0% of the capital stock of SENECA.

1. Subject to the provisions of this Memorandum, PDVSA has agreed to pay and CMS has agreed to accept the amount of US$ 105,500,000.00, as total compensation for the transfer of CMS Interest to PDVSA. Such payment shall be made entirely as of the closing date of the acquisition, only and exclusively in Dollars of the United States of America, in immediately available funds, net of any deduction or withholding. With the payment of this compensation, CMS shall waive any kind of claim against PDVSA, the Government of the Bolivarian Republic of Venezuela or its entities.

2. The acquisition of CMS Interest by PDVSA is subject to the following conditions:

(i) Negotiation and conclusion of a full sale purchase agreement of CMS Interest, with standard representations, warranties and indemnity obligations to be granted by CMS and PDVSA;

(ii) Performance of legal and financial due diligence by PDVSA which do not result in the identification of material differences with the attached financial statements, which, in the reasonable opinion of PDVSA, materially affect the value of CMS Interest previously agreed (it is expressly understood that the agreed compensation is based on SENECA’s current situation according to the attached financial statements, and that it is not PDVSA’s intention to challenge the legal and reasonable administrative acts carried out by the employees and executives of the company prior to the acquisition);

(iii) Inexistence of transactions outside the ordinary course of business before the closing of the acquisition;

(iv) Inexistence of material financial adverse changes in SENECA prior to closing of the acquisition;

(v) Full cooperation on the part of CMS up to the closing of the acquisition with a liaison team to be appointed by PDVSA shortly, and best efforts of CMS to facilitate the transition in the administration of SENECA;

(vi) Veracity in all substantial aspects of the representations granted by CMS in the sale purchase agreement of CMS Interest; and

(vii) Transfer of ownership of all the shares and equipment included in CMS Interest, as well as the discharge of all of SENECA’s indebtedness with CMS or any of its subsidiaries, and delivery of evidence that the value of leased equipment to be transferred is equal to or higher than US$ 15,6 Million, and that the total amount of indebtedness to be discharged is not lower than US$ 1,9 Million (amounts included in the compensation set forth in paragraph 1).

3. The parties shall proceed in good faith to conclude the agreements and to close the transaction as soon as possible, but in no event after March 31, 2007, provided that, if any of the conditions set forth in paragraph 2 above are not met, PDVSA may at any time terminate the conversations without further compromise.

4. This Memorandum is subject to the final approval of the parties which is expected to occur within two (2) business days as of the date hereof.

The parties have executed this Memorandum in Caracas on February 13 de 2007.

CMS ENERGY CORPORATION

Joseph Tomasik
Vice-President

PETRÓLEOS DE VENEZUELA, S.A.

Rafael Ramírez Carreño
Minister for the Popular Power for Energy and Petroleum