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) January 11, 2010
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Registrant; State of Incorporation; |
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IRS Employer |
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Address; and Telephone Number |
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Identification No. |
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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 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On January 14, 2010, CMS Energy Corporation (“CMS Energy”) issued and sold $300,000,000 principal
amount of its 6.25% Senior Notes due 2020 (“2020 Notes”), pursuant to an effective Shelf
Registration Statement on Form S-3 (No. 333-153353) (the “CMS Energy Registration Statement”), a
Preliminary Prospectus Supplement dated January 11, 2010 to a Prospectus dated September 5, 2008,
an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final
Prospectus Supplement dated January 11, 2010 to a Prospectus dated September 5, 2008 and an
underwriting agreement among CMS Energy and the underwriters named in that agreement with respect
to the 2020 Notes. CMS Energy intends to use the net proceeds from the offering for general
corporate purposes, which may include the retirement of existing
indebtedness.
This Current Report on Form 8-K is being filed to file certain documents in connection with the
offering as exhibits to the CMS Energy Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1
Underwriting Agreement dated January 11, 2010 among CMS Energy and J.P. Morgan Securities Inc., BNP
Paribas Securities Corp., RBS Securities Inc., Scotia Capital (USA) Inc., Wells Fargo Securities,
LLC, Comerica Securities, Inc., Goldman, Sachs & Co., KeyBanc Capital Markets Inc., Mitsubishi UFJ
Securities (USA), Inc., Fifth Third Securities, Inc. and The Williams Capital Group, L.P., as
underwriters.
4.1 Twenty-Fourth Supplemental Indenture dated as of January 14, 2010 between CMS Energy and The
Bank of New York Mellon, as Trustee.
4.2 Form of 6.25% Senior Notes due 2020 (included in Exhibit 4.1).
5.1 Opinion of Shelley J. Ruckman, Esq., Assistant General Counsel of CMS Energy, dated January 14,
2010, regarding the legality of the 2020 Notes.
23.1 Consent of Shelley J. Ruckman, Esq. (included in Exhibit 5.1).
99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-153353).
This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities
Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant
legal decisions. The forward-looking statements are subject to risks and uncertainties. They should
be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS—FORWARD-LOOKING STATEMENTS AND
INFORMATION” and “RISK FACTORS” sections of CMS Energy Corporation’s (“CMS Energy”) Form 10-K for
the Year
Ended December 31, 2008 and as updated in CMS Energy’s Forms 10-Q for the Quarters Ended March 31,
2009, June 30, 2009, and September 30, 2009. CMS Energy’s “MANAGEMENT’S DISCUSSION AND
ANALYSIS—FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated
herein by reference and discuss important factors that could cause CMS Energy’s results to differ
materially from those anticipated in such statements.