8-KOther Events

CMS ENERGY CORP 8-K Report (Jun 24, 2003)

Filed June 24, 2003For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation has completed the sale of all outstanding capital stock of its subsidiary, Panhandle Eastern Pipe Line Company, to Southern Union Panhandle Corp. This divestiture, announced earlier, involved a cash payment of approximately $582 million and three million shares of Southern Union Company common stock, valued at approximately $49 million. Additionally, Southern Union Panhandle Corp. assumed approximately $1.16 billion in debt associated with Panhandle. CMS Energy intends to use these proceeds primarily for debt reduction. The company anticipates recording an after-tax loss on the sale of Panhandle, estimated at $31 million, subject to post-closing adjustments. Furthermore, a significant number of Panhandle employees have elected early retirement, leading CMS Energy to expect a net after-tax loss of approximately $13 million related to pension plan settlements and curtailments. An additional minimum liability charge of an estimated $20 million, net of tax, is also anticipated for defined benefit retirement plan obligations. Pro forma financial statements are provided to illustrate the impact of this sale on CMS Energy's financial position and results of operations.

Key Highlights

  • 1CMS Energy has successfully sold its subsidiary, Panhandle Eastern Pipe Line Company.
  • 2The sale generated approximately $582 million in cash and $49 million in Southern Union Company stock.
  • 3Approximately $1.16 billion in Panhandle's debt was assumed by the buyer.
  • 4Proceeds from the sale will be used by CMS Energy to reduce its outstanding debt.
  • 5An estimated after-tax loss of $31 million is expected from the sale of Panhandle.
  • 6Additional after-tax losses of approximately $13 million are anticipated due to pension plan settlements and curtailments related to departing employees.
  • 7A further $20 million (net of tax) liability charge is expected for pension plan obligations.

Frequently Asked Questions

CMS Energy sold all of the outstanding capital stock of its subsidiary, Panhandle Eastern Pipe Line Company, which includes operations like Panhandle Eastern Pipe Line Company, CMS Trunkline Gas Company, CMS Trunkline LNG Company, and CMS Sea Robin Pipeline Company.

CMS Energy received approximately $582 million in cash and three million shares of Southern Union Company common stock, valued at approximately $49 million on June 11, 2003. The buyer also assumed approximately $1.16 billion in debt.

CMS Energy plans to use the cash proceeds from the sale, and any proceeds from the eventual sale of the Southern Union Company stock, to reduce its outstanding debt.

CMS Energy expects to record an after-tax loss of approximately $31 million on the sale of Panhandle. Additionally, due to employee retirements, the company anticipates a net after-tax loss of about $13 million from pension plan settlements and curtailments, and a $20 million (net of tax) charge for pension plan re-measurement.