Item 8.01. Other Events.
On March 26, 2020, Consumers Energy Company ("Consumers") issued and sold
$575,000,000 aggregate principal amount of its 3.50% First Mortgage Bonds due
2051 (the "2051 Bonds"), pursuant to a registration statement on Form S-3 that
Consumers filed with the Securities and Exchange Commission utilizing a "shelf"
registration process (No. 333-236742-01) (the "Registration Statement"), a
Preliminary Prospectus Supplement dated March 17, 2020 to the Prospectus dated
February 28, 2020, an Issuer Free Writing Prospectus dated March 17, 2020 that
included the final terms of the transaction, a Final Prospectus Supplement dated
March 17, 2020 to the Prospectus dated February 28, 2020 and an underwriting
agreement among Consumers and the underwriters named in that agreement with
respect to the 2051 Bonds. Consumers intends to use the net proceeds from the
offering for general corporate purposes, including working capital and repayment
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 March 17, 2020 among Consumers and
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, MUFG Securities Americas Inc., SunTrust Robinson
Humphrey, Inc., U.S. Bancorp Investments, Inc., and Loop Capital Markets
LLC, as underwriters.
4.1 139th Supplemental Indenture dated as of March 26, 2020 between
Consumers and The Bank of New York Mellon, as Trustee.
4.2 Form of 3.50% First Mortgage Bonds due 2051 (included in Exhibit
5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
Secretary and Chief Compliance Officer of Consumers, dated March 26,
2020, regarding the legality of the 2051 Bonds.
23.1 Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).
99.1 Information relating to Item 14 of the Registration Statement on Form
S-3 (No. 333-236742-01).
104.1 Included in the cover page, formatted in Inline XBRL
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