8-KMaterial AgreementsExhibits & Filings

CMS ENERGY CORP 8-K Report, Material Agreement (Apr 5, 2005)

Filed April 5, 2005For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed an 8-K on April 5, 2005, to report on a significant equity offering. On March 30, 2005, the company entered into an underwriting agreement to issue and sell 20 million shares of common stock, with an option for underwriters to purchase an additional 3 million shares. This option was exercised, resulting in the sale of 23 million shares. The closing of this stock sale occurred on April 5, 2005, with the company selling 23 million shares at $12.25 per share. The net proceeds from this offering, after accounting for underwriting discounts and commissions, amounted to approximately $271.9 million. CMS Energy intends to use these funds to inject capital into its primary subsidiary, Consumers Energy Company, and for general corporate purposes.

Key Highlights

  • 1CMS Energy successfully closed an offering of 23 million shares of common stock on April 5, 2005.
  • 2The offering price was $12.25 per share.
  • 3The company generated net proceeds of approximately $271.9 million from the stock sale.
  • 4Proceeds are earmarked for capital infusions into its subsidiary, Consumers Energy Company.
  • 5The remaining proceeds will be used for general corporate purposes.
  • 6The offering involved a syndicate of major underwriters, including Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
  • 7The filing includes the underwriting agreement and a legal opinion on the validity of the issued shares as exhibits.

Frequently Asked Questions

This Form 8-K was filed to report on CMS Energy's entry into a material definitive agreement for a stock offering and the subsequent closing of that offering, which raised significant capital.

CMS Energy raised approximately $271.9 million in net proceeds after deducting underwriting discounts and commissions from the sale of 23 million shares of common stock.

The company intends to use the net proceeds to provide capital infusions to its principal subsidiary, Consumers Energy Company, and for general corporate purposes.

The underwriting agreement included an option for the underwriters to purchase up to 3 million additional shares of common stock. This option was exercised, leading to the sale of a total of 23 million shares instead of the initially planned 20 million.