Current Report Filing (8-k)
December 15 2022 - 12:06PM
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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)
December 14, 2022
Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
File Number |
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Address; and Telephone Number |
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Identification No. |
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1-9513 |
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CMS ENERGY CORPORATION
(A Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 |
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38-2726431 |
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1-5611 |
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CONSUMERS ENERGY COMPANY
(A
Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 |
|
38-0442310 |
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
CMS Energy Corporation Common Stock, $0.01 par value |
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CMS |
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New York Stock Exchange |
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 |
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CMSA |
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New York Stock Exchange |
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 |
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CMSC |
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New York Stock Exchange |
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 |
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CMSD |
|
New York Stock Exchange |
CMS Energy Corporation, Depositary Shares, each representing a
1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C
|
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CMS PRC |
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New York Stock Exchange |
Consumers
Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series |
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CMS-PB |
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New York Stock Exchange |
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 ¨ Consumers
Energy 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.
CMS
Energy Corporation ¨ Consumers
Energy Company ¨
Co-Registrant CIK |
0000201533 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2022-12-14 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Emerging Growth Company |
false |
Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2022, CMS Energy Corporation (“CMS Energy”)
amended and restated its $550 million Revolving Credit Facility (the “CMS Facility”) with a consortium of banks led by
Barclays Bank PLC (“Barclays”), as Agent, JPMorgan Chase Bank, N.A. (“JPMorgan”) and MUFG Bank, LTD. (“MUFG”),
as Co-Syndication Agents, Mizuho Bank, Ltd. (“Mizuho”), Bank of America, N.A. (“Bank of America”), and Wells
Fargo Bank, National Association (“Wells Fargo”) as Co-Documentation Agents and Barclays as Sustainability Structuring Agent.
The CMS Facility remains unsecured.
On December 14, 2022,
Consumers Energy Company (“Consumers”) amended and restated its secured Revolving Credit Facility (the “Consumers
Facility”) with a consortium of banks led by JPMorgan, as Agent, Barclays and MUFG, as Co-Syndication Agents, Mizuho, Bank of
America, and Wells Fargo as Co-Documentation Agents and Barclays as Sustainability Structuring Agent. The
Consumers Facility was increased from $850 million to $1.1 billion. Obligations under the Consumers Facility in the amount of
$500 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 114th Supplemental
Indenture dated as of March 31, 2011, obligations in the amount of $150 million will continue to be secured by first mortgage
bonds of Consumers issued pursuant to the 123rd Supplemental Indenture dated as of December 20, 2013, obligations in
the amount of $200 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 132nd
Supplemental Indenture dated as of June 5, 2018 all between Consumers and The Bank of New York Mellon, Trustee. The additional
obligations under the Consumers Facility in the amount of $250 million will be secured by first mortgage bonds of Consumers issued
pursuant to the 146th Supplemental Indenture dated as of December 14, 2022 between Consumers and The Bank of New
York Mellon, Trustee.
Both the CMS Facility and the Consumers Facility have five-year terms,
which currently expire on December 14, 2027, each with two, one-year extension options. Both the CMS Facility and the Consumers Facility
replace revolving credit facilities that have substantially similar terms and were set to expire in 2024. However, each of the CMS Facility
and Consumers Facility amendments replaced the London interbank offered rate with the forward-looking
term rate based on the secured overnight financing rate (the “SOFR Rate”) as the interest rate benchmark. Each of CMS Energy
and Consumers may continue, at its option, to also borrow revolving loans under the Agreement that incur interest based on the Alternate
Base Rate, as defined in each of the CMS Facility and Consumers Facility. Any drawings under the CMS Facility will be used for
general corporate purposes and working capital. Any drawings under the Consumers Facility will be used for general corporate purposes
and working capital.
Barclays, JPMorgan, MUFG, Mizuho, Bank of America, Wells Fargo, and
other members of the lending consortium have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course
of business.
The foregoing descriptions of the CMS Facility and the Consumers Facility
do not purport to be complete and are qualified in their entirety by the provisions of the CMS Facility and the Consumers Facility, respectively,
which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in response to Item 1.01 of this Form 8-K
is incorporated by reference in response to this Item 1.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Index |
4.1 |
146th Supplemental Indenture dated as of December 14, 2022 between Consumers and The Bank of New York Mellon, as Trustee. |
10.1 |
$550 million Fifth Amended and Restated Revolving Credit Agreement
dated as of December 14, 2022 among CMS Energy, the Banks as defined therein, and Barclays, as Agent. |
10.2 |
$1.1 billion Sixth Amended and Restated Revolving Credit Agreement
dated as of December 14, 2022 among Consumers, the Banks as defined therein, and JPMorgan, as Agent. |
104 |
Cover Page Interactive Date 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.
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CMS ENERGY CORPORATION |
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Dated: December 14, 2022 |
By: |
/s/ Rejji P. Hayes |
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Rejji P. Hayes |
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Executive Vice President and Chief Financial Officer |
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CONSUMERS ENERGY COMPANY |
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Dated: December 14, 2022 |
By: |
/s/ Rejji P. Hayes |
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Rejji P. Hayes |
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Executive Vice President and Chief Financial Officer |
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