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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/23 Consumers Energy Co. 8-K:8,9 1/10/23 14:752K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 216K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 217K 4: EX-5.1 Opinion of Counsel re: Legality HTML 11K 5: EX-99.1 Miscellaneous Exhibit HTML 8K 9: R1 Cover HTML 46K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm232791d1_8k_htm XML 15K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.LAB XBRL Labels -- cmspb-20230110_lab XML 97K 8: EX-101.PRE XBRL Presentations -- cmspb-20230110_pre XML 65K 6: EX-101.SCH XBRL Schema -- cmspb-20230110 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K 14: ZIP XBRL Zipped Folder -- 0001104659-23-002502-xbrl Zip 112K
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 January 10, 2023
| 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. ¨
C:
Item 8.01. Other Events.
On January 10, 2023, Consumers Energy Company ("Consumers") issued and sold $425,000,000 aggregate principal amount of its 4.65% First Mortgage Bonds due 2028 (the “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 January 3, 2023 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated January 3, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated January 3, 2023 to the Prospectus dated February 28, 2020 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. Consumers intends to use the net proceeds to repay a portion of the $1 billion aggregate principal amount outstanding under its term loan credit agreement dated as of July 22, 2022, and 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.
(d) Exhibits.
| 4.1 | 147th Supplemental Indenture dated as of January 10, 2023, between Consumers and The Bank of New York Mellon, as Trustee. |
| 4.2 | Form of 4.65% First Mortgage Bonds due 2028 (included in Exhibit 4.1). |
| 5.1 | Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated January 10, 2023, regarding the legality of the 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 |
C:
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: January 10, 2023 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 1/10/23 | |||
| 1/3/23 | 424B5, FWP | |||
| 7/22/22 | ||||
| 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 1/03/24 Consumers Energy Co. 424B2 2:451K Toppan Merrill/FA 1/02/24 Consumers Energy Co. 424B5 1:447K Toppan Merrill/FA 8/01/23 Consumers Energy Co. 424B2 2:449K Toppan Merrill/FA 7/31/23 Consumers Energy Co. 424B5 1:443K Toppan Merrill/FA 4/27/23 CMS Energy Corp. 10-Q 3/31/23 78:12M 2/27/23 CMS Energy Corp. S-3ASR 2/27/23 9:770K Toppan Merrill/FA 2/14/23 Consumers Energy Co. 424B2 2:454K Toppan Merrill/FA 2/13/23 Consumers Energy Co. 424B5 1:448K Toppan Merrill/FA 2/09/23 CMS Energy Corp. 10-K 12/31/22 152:41M |