Item 8.01. Other Events.
On November 25, 2020, CMS Energy Corporation ("CMS Energy") issued and sold
$400,000,000 aggregate principal amount of its 3.75% 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
November 19, 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 November 19, 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, including
working capital and repayment of indebtedness.
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 November 19, 2020 among CMS Energy and
Barclays Capital Inc., J.P. Morgan Securities LLC, Truist Securities, Inc. and
Wells Fargo Securities, LLC, as representatives of the underwriters named
4.1 Tenth Supplemental Indenture dated as of November 25, 2020 between CMS
Energy and The Bank of New York Mellon, as Trustee.
4.2 Form of 3.75% 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 November 25, 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
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document).
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