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 | Registrant; State of Incorporation; | IRS Employer | ||
File Number | Address; and Telephone Number | Identification No. | ||
(A |
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(A
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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 | ||
Cumulative Redeemable Perpetual Preferred Stock, Series C | ||||
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: CMS Energy Corporation
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. CMS Energy Corporation ¨ Consumers Energy Company ¨
Item 1.01 Entry Into a Material Definitive Agreement
On January 12, 2023, Consumers Energy Company (“Consumers Energy”), a principal subsidiary of CMS Energy Corporation, and certain institutional purchasers in the private placement market (“Purchasers”) entered into a Bond Purchase Agreement (“BPA”) whereby Consumers Energy will sell to the Purchasers, in a private placement, an aggregate principal amount of $400 million First Mortgage Bonds (“FMBs”). The issuance and funding are expected to take place in May 2023, subject to customary closing conditions, and include $115 million aggregate principal amount of 5.24 percent FMBs due 2026, $50 million aggregate principal amount of 5.07 percent FMBs due 2029, $95 million aggregate principal amount of 5.17 percent FMBs due 2032, and $140 million aggregate principal amount of 5.38 percent FMBs due 2037.
The foregoing description of the BPA does not purport to be complete and is qualified in its entirety by the provisions of the BPA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104.1 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
CMS ENERGY CORPORATION | ||
Dated: January 12, 2023 | By: | /s/ Rejji P. Hayes |
Rejji P. Hayes | ||
Executive Vice President and Chief Financial Officer | ||
CONSUMERS ENERGY COMPANY | ||
Dated: January 12, 2023 | By: | /s/ Rejji P. Hayes |
Rejji P. Hayes | ||
Executive Vice President and Chief Financial Officer |