8-K
CMS ENERGY CORP (CMS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 1, 2021
| Commission | Registrant; State of Incorporation; | IRS Employer |
|---|---|---|
| File Number | Address; and Telephone Number | Identification No. |
| 1-9513 | CMS ENERGY CORPORATION<br><br> <br>(A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 | 38-2726431 |
| 1-5611 | CONSUMERS ENERGY COMPANY<br><br> <br>(A Michigan Corporation)<br><br> One Energy Plaza<br><br> Jackson, Michigan 49201<br><br> (517) 788-0550 | 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 |
|---|---|---|
| CMS Energy Corporation Common Stock, $0.01 par value | CMS | New York Stock Exchange |
| CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 | CMSA | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 | CMSC | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 | CMSD | New York Stock Exchange |
| CMS Energy Corporation, Depositary Shares, each representing a<br> 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | CMS PRC | New York Stock Exchange |
| Consumers Energy Company Cumulative Preferred Stock, $1.00 par value: $4.50 Series | CMS-PB | 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: CMS Energy Corporation ¨ Consumers Energy Company ¨
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. CMS Energy Corporation ¨ Consumers Energy Company ¨
| Co-Registrant CIK | 0000201533 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2021-10-01 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Emerging Growth Company | false |
Item 8.01. Other Events.
On October 1, 2021, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced the close of its previously announced sale of EnerBank USA (“EnerBank”) to Regions Bank, a subsidiary of Regions Financial Corporation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Index | ||
|---|---|---|
| 99.1 | CMS Energy News Release dated October 1, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| CMS ENERGY CORPORATION | ||
|---|---|---|
| Dated: October 1, 2021 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: October 1, 2021 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and | ||
| Chief Financial Officer |
Exhibit 99.1

CMS Energy Completes Sale ofEnerBank USA to Regions Bank
JACKSON, Mich., Oct. 1, 2021 – CMS Energy (NYSE: CMS) (“CMS”) today announced the close of its previously announced sale of home improvement point-of-sale lender EnerBank USA (“EnerBank”) to Regions Bank, a subsidiary of Regions Financial Corporation (NYSE: RF) (“Regions”). Estimated proceeds from the transaction, which include customary adjustments at closing, are approximately $1 billion and will be used to fund key initiatives in CMS’ core utility businesses.
“EnerBank has been a valued part of the CMS Energy family for nearly two decades.” said Rejji Hayes, Executive Vice President and Chief Financial Officer of CMS Energy and former Chairman of the Board of EnerBank. “They have delivered consistently for all stakeholders and we look forward to their continued success with Regions.”
“The addition of EnerBank’s exceptional team and leading-edge technology will help Regions Bank deliver even greater value to customers who are seeking convenient, competitive solutions for efficiently financing home improvement needs,” added Scott Peters, Senior Executive Vice President and head of the Consumer Banking Group for Regions Bank. “We appreciate the collaboration of the CMS Energy team, and we are proud to welcome our new EnerBank colleagues.”
Goldman Sachs & Co. LLC served as CMS Energy’s financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP served as the legal advisor.
CMS Energy is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.
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Safe Harbor Statement under the Private Securities LitigationReform Act of 1995: This news release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements regarding the merger of EnerBank and Regions and our expectations regarding such merger and building shareholder value. Forward-looking statements may be identified by words such as, but not limited to, “estimates,” “might,” “may,” “could,” “should,” “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and similar expressions. All forward-looking statements (a) involve risks, assumptions, uncertainties and factors, many of which are outside of CMS Energy’s and its affiliates’ control and are subject to change and (b) speak only as of the date made, and unless legally required, CMS Energy and its affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. CMS Energy’s actual results could differ materially from those expressed or implied in forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements and reports filed by CMS Energy or its affiliates with the SEC, including in reports on Forms 10-K, 10-Q, and 8-K. The risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this news release.
Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
For more information on CMS Energy, please visit our website atcmsenergy.com.To sign up for email alert notifications, please visit the Investor Relations section of our website.
Media Contacts: Katie Carey, 517/740-1739
Investment Analyst Contact: Travis Uphaus, 517/817-9241
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