Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on January 12, 2023, Consumers Energy Company
("Consumers Energy"), a principal subsidiary of CMS Energy Corporation, and
certain purchasers in the private placement market ("Purchasers") entered into a
Bond Purchase Agreement ("BPA") under which Consumers Energy would sell to the
Purchasers named in the BPA, an aggregate principal amount of $400 million First
Mortgage Bonds ("FMBs").
On May 30, 2023, the issuance of $115 million aggregate principal amount of
5.24% FMBs due 2026 ("2026 Bonds"), $50 million aggregate principal amount of
5.07% FMBs due 2029 ("2029 Bonds"), $95 million aggregate principal amount of
5.17% FMBs due 2032 ("2032 Bonds"), and $140 million aggregate principal amount
of 5.38% FMBs due 2037 ("2037 Bonds" and, together with the 2026 Bonds, the 2029
Bonds and the 2032 Bonds, the "Bonds") closed and was funded. The 2026 Bonds
will bear interest at a rate of 5.24% per year, the 2029 Bonds will bear
interest at a rate of 5.07% per year, the 2032 Bonds will bear interest at a
rate of 5.17% per year, and the 2037 Bonds will bear interest at a rate of
5.38% per year, in each case payable semi-annually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2023, and at the date of
maturity. The Bonds will bear interest on overdue principal and (to the extent
permitted by law) overdue installments of interest at the rate set forth in the
Indenture (as defined below). The 2026 Bonds will mature on May 15, 2026, the
2029 Bonds will mature on May 15, 2029, the 2032 Bonds will mature on May 15,
2032, and the 2037 Bonds will mature on May 15, 2037.
The Bonds are issued under and secured by that certain Indenture dated as of
September 1, 1945 between Consumers Energy and The Bank of New York Mellon
(ultimate successor to City Bank Farmers Trust Company), as trustee, as
supplemented and amended by various supplemental indentures (the "Indenture"),
including the 149thSupplemental Indenture, dated as of May 30, 2023 (the
"Supplemental Indenture"), a copy of which is attached as Exhibit 4.1 and
incorporated herein by reference. Any or all of the Bonds may be redeemed by
Consumers Energy, at any time and from time to time prior to maturity, at a
redemption price equal to 100% of the principal amount of such Bonds being
redeemed plus, in the case of any redemption prior to the applicable par call
date, the applicable premium, if any, thereon at the time of redemption,
together with accrued interest, if any, thereon to the redemption date. In no
event will the redemption price be less than 100% of the principal amount of the
Bonds being redeemed plus accrued interest, if any, thereon to the redemption
date.
The Indenture provides for customary events of default, which include (subject
in certain cases to grace and cure periods), among others: nonpayment of
principal or interest; breach of covenants or other agreements in the Indenture;
and certain events of bankruptcy, insolvency or reorganization. Generally, if an
event of default occurs and is continuing under the Indenture, either the
trustee or the holders of at least 20% in aggregate principal amount of the
bonds then outstanding may declare the principal amount plus accrued and unpaid
interest on the bonds to be immediately due and payable.
The descriptions set forth above are qualified in their entirety by the
Supplemental Indenture filed herewith as Exhibit 4.1 and the BPA filed as
Exhibit 10.1 to the Consumers Energy Form 8-K filed January 12, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 149th Supplemental Indenture dated as of May 30, 2023 between Consumers
Energy and The Bank of New York Mellon
10.1 Bond Purchase Agreement dated as of January 12, 2023 between Consumers
Energy and each of the Purchasers named therein (Exhibit 10.1 to
Form 8-K filed January 12, 2023 and incorporated herein by reference)
104.1 Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document)
© Edgar Online, source Glimpses
CMS ENERGY CORPORATION 
