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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/20 Consumers Energy Co 8-K:8,9 3/26/20 14:799K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement HTML 183K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 164K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 5: EX-99.1 Miscellaneous Exhibit HTML 9K 13: R1 Cover HTML 47K 14: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- tm2012772-3_8k_htm XML 15K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- cmspb-20200326_lab XML 97K 8: EX-101.PRE XBRL Presentations -- cmspb-20200326_pre XML 64K 6: EX-101.SCH XBRL Schema -- cmspb-20200326 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-20-038685-xbrl Zip 80K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) i March 26, 2020
Commission File Number |
Registrant; State of Incorporation; Address; and Telephone Number |
IRS Employer Identification No. |
i 1-5611 | i 38-0442310 |
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
i Consumers Energy Company Cumulative Preferred | i CMS-PB | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company: i ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 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.
(d) Exhibits.
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 4.1). |
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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSUMERS ENERGY COMPANY | ||
Dated: March 26, 2020 | By: | /s/ Rejji P. Hayes |
Rejji P. Hayes | ||
Executive Vice President and Chief Financial Officer | ||
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 3/26/20 | |||
3/17/20 | 424B5, FWP | |||
2/28/20 | S-3ASR | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 CMS Energy Corp. 10-K 12/31/23 160:41M 2/27/23 CMS Energy Corp. S-3ASR 2/27/23 9:770K Toppan Merrill/FA 2/09/23 CMS Energy Corp. 10-K 12/31/22 152:41M 2/10/22 CMS Energy Corp. 10-K 12/31/21 163:43M 2/11/21 CMS Energy Corp. 10-K 12/31/20 154:42M 12/03/20 Consumers Energy Co. 424B2 1:537K Toppan Merrill/FA 12/02/20 Consumers Energy Co. 424B5 1:531K Toppan Merrill/FA 9/28/20 Consumers Energy Co. 424B2 1:631K Toppan Merrill/FA 9/23/20 Consumers Energy Co. 424B5 1:629K Toppan Merrill/FA |