Item 8.01. Other Events.
On May 28, 2020, CMS Energy Corporation ("CMS Energy") issued and sold
$500,000,000 aggregate principal amount of its 4.75% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2050 (the "Notes"), pursuant to a Registration
Statement on Form S-3 that CMS Energy filed with the Securities and Exchange
Commission utilizing a "shelf" registration process (No. 333-236742) (the
"Registration Statement"), a Preliminary Prospectus Supplement dated May 15,
2020 to the Prospectus dated February 28, 2020, an Issuer Free Writing
Prospectus that included the final terms of the transaction, a Final Prospectus
Supplement dated May 15, 2020 to the Prospectus dated February 28, 2020 and an
underwriting agreement among CMS Energy and the underwriters named in that
agreement with respect to the Notes. CMS Energy intends to use the net proceeds
for general corporate purposes.
This Current Report on Form 8-K is being filed to file certain documents in
connection with the offering as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement dated May 15, 2020 among CMS Energy and Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC,
as representatives of the underwriters named therein.
4.1 Ninth Supplemental Indenture dated as of May 28, 2020 between CMS
Energy and The Bank of New York Mellon, as Trustee.
4.2 Form of 4.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due
2050 (included in Exhibit 4.1).
5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
Secretary and Chief Compliance Officer of CMS Energy, dated May 28, 2020,
regarding the legality of the Notes.
8.1 Opinion and Consent of Sidley Austin LLP regarding tax matters.
23.1 Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).
23.2 Consent of Sidley Austin LLP (included in Exhibit 8.1).
99.1 Information relating to Item 14 of the Registration Statement on Form
S-3 (No. 333-236742).
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document).
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