FWP 1 k00464fwfwp.txt FREE WRITING PROSPECTUS FILED UNDER RULE 433 FILED UNDER RULE 433 FILE NO. 333-125553 Final Term Sheet December 8, 2005 Issuer: CMS Energy Corporation (CMS) Size: $125,000,000 Description: Senior notes Type: SEC-registered Registration statement no. 333-125553 Joint book-running managers: Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated Co-managers: Banc of America Securities LLC; KeyBanc Capital Markets, a division of McDonald Investments Inc.; Wedbush Morgan Securities Inc. Underwriting Commitment: Citigroup Global Markets Inc.: $50,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated: $50,000,000 Banc of America Securities LLC: $12,500,000 KeyBanc Capital Markets, a division of McDonald Investments Inc.: $6,250,000 Wedbush Morgan Securities Inc.: $6,250,000 Maturity: December 15, 2015 Interest rate: 6.875% Interest payment dates: June 15 and December 15 First interest payment date: June 15, 2006 Record dates: June 1 and December 1 Yield to maturity: 6.875% Spread: 2.40% Make-whole call: Treasury rate plus 50 basis points Public offering price: 100.00% per note; $125,000,000 total Underwriting discount: 1.75% per note; $2,187,500 total Proceeds (before expenses) to CMS: 98.25% per note; $122,812,500 total Settlement date: December 13, 2005 (T+3) Selling concession: 0.50% Reallowance to other dealers: 0.25% CUSIP: 125896AZ3
CMS ENERGY CORPORATION HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS CMS ENERGY CORPORATION HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT CMS ENERGY CORPORATION AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEBSITE AT WWW.SEC.GOV. ALTERNATIVELY, CMS ENERGY CORPORATION, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING TOLL-FREE 1-800-248-3580.