0001104659-21-088197.txt : 20210701 0001104659-21-088197.hdr.sgml : 20210701 20210701152821 ACCESSION NUMBER: 0001104659-21-088197 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 211065631 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 8-A12B 1 tm2120369d5_8a12b.htm FORM 8-A12B

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

CMS Energy Corporation

(Exact name of registrant as specified in its charter)

Michigan 38-276431
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)

 

One Energy Plaza, Jackson, Michigan 49201
(Address of principal executive offices) (Zip Code)

 

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

 

Title of each class
to be so registered
  Name of each exchange on which
each class is to be registered

 

Depositary Shares, each representing a 1/1,000th interest

in a share of 4.200% Cumulative Redeemable Perpetual Preferred
Stock, Series C

  New York Stock Exchange

 


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-236742

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the Depositary Shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C, with a $25,000 liquidation preference per share (equivalent to $25.00 per Depositary Share) (the “Preferred Stock”), of CMS Energy Corporation (the “Registrant”). For a description of the Depositary Shares to be registered hereunder and the underlying Preferred Stock of the Registrant, reference is made to the information set forth under the heading “Description of Securities” in the Registrant’s Prospectus, dated February 28, 2020, and under the headings “Certain Terms of the Series C Preferred Stock” and “Certain Terms of the Depositary Shares” in the Registrant’s Prospectus Supplement, dated June 24, 2021, to the Prospectus, each of which constitutes a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-236742), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit
No.
Description
   
3.1 Restated Articles of Incorporation of CMS Energy Corporation, effective June 1, 2004, as amended May 22, 2009 (Exhibit 3(a) to the Quarterly Report on Form 10-Q of CMS Energy Corporation, as filed with the SEC on July 30, 2009 and incorporated herein by reference).
   
3.2 Bylaws of CMS Energy Corporation, amended and restated effective February 8, 2016 (Exhibit 3.2 to the Current Report on Form 8-K of CMS Energy Corporation, as filed with the SEC on February 8, 2016 and incorporated herein by reference).
   
3.3 Certificate of Designation of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C (Exhibit 3.1 to the Current Report on Form 8-K of CMS Energy Corporation, as filed with the SEC on July 1, 2021 and incorporated herein by reference).
   
4.1 Form of Share Certificate evidencing 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C (Exhibit 4.1 to the Current Report on Form 8-K of CMS Energy Corporation, as filed with the SEC on July 1, 2021 and incorporated herein by reference).
   
4.2 Deposit Agreement, dated as of July 1, 2021, among CMS Energy Corporation, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein (Exhibit 4.2 to the Current Report on Form 8-K of CMS Energy Corporation, as filed with the SEC on July 1, 2021 and incorporated herein by reference).
   
4.3 Form of Depositary Receipt (Exhibit 4.3 to the Current Report on Form 8-K of CMS Energy Corporation, as filed with the SEC on July 1, 2021 and incorporated herein by reference).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: July 1, 2021

 

  CMS ENERGY CORPORATION

 

By:/s/ Rejji P. Hayes
  Name: Rejji P. Hayes
  Title:   Executive Vice President and Chief Financial Officer

 

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