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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/25/20 CMS Energy Corp. 8-K:8,9 11/25/20 16:747K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 153K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 103K 4: EX-5.1 Opinion of Counsel re: Legality HTML 11K 5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 20K 6: EX-99.1 Miscellaneous Exhibit HTML 9K 12: R1 Cover HTML 57K 14: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- tm2034585d3_8k_htm XML 25K 13: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.DEF XBRL Definitions -- cms-20201125_def XML 77K 9: EX-101.LAB XBRL Labels -- cms-20201125_lab XML 112K 10: EX-101.PRE XBRL Presentations -- cms-20201125_pre XML 74K 7: EX-101.SCH XBRL Schema -- cms-20201125 XSD 17K 15: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 16: ZIP XBRL Zipped Folder -- 0001104659-20-129293-xbrl Zip 81K
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 November 25, 2020
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
| i 1-9513 |
(A i Michigan Corporation) |
i 38-2726431 |
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:
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 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.
(d) Exhibits.
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).
C:
SIGNATURES
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.
| CMS ENERGY CORPORATION | ||
| Dated: November 25, 2020 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 11/25/20 | |||
| 11/19/20 | 424B5, 8-K, 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 10/20/23 CMS Energy Corp. S-3ASR 10/20/23 5:428K Toppan Merrill/FA 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 |