CMS Energy Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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. | ||
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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 | ||
| , each representing a 1/1,000th interest in a share of 4.200% 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:
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. ¨
Item 8.01. Other Events.
On June 18, 2025, CMS Energy Corporation (“CMS Energy”) issued press releases announcing (A) early results of its previously announced cash tender offer (the “Tender Offer”) and (B) pricing of the Tender Offer and the increase of the Aggregate Tender Cap (as defined below) from $125,000,000 aggregate principal amount to $147,095,000 aggregate principal amount.
The Tender Offer consists of up to $147,095,000 combined aggregate principal amount (the “Aggregate Tender Cap”) of Consumers Energy Company’s 2.50% First Mortgage Bonds due 2060 with an outstanding principal amount of $525,000,000 and certain other series of Consumers Energy Company’s outstanding mortgage bonds (collectively, the “Securities”).
Because CMS Energy expects to accept for purchase Securities in an aggregate principal amount equal to the Aggregate Tender Cap, no additional Securities are expected to be purchased pursuant to the Tender Offer after June 23, 2025, the early settlement date for such Securities that were validly tendered. A copy of each press release is attached as an exhibit and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
The information included in Item 8.01 of this report and the press releases attached hereto as Exhibit 99.1 and 99.2 are for informational purposes only and do not constitute an offer to purchase any of the Securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | CMS Energy News Release dated June 18, 2025. | |
| 99.2 | CMS Energy News Release dated June 18, 2025. | |
| 104 | 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CMS ENERGY CORPORATION | ||
| Dated: June 18, 2025 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||