Summary
This Form 8-K filing by CMS Energy Corporation (CMS) on July 25, 2006, primarily reports on a material definitive agreement entered into by its wholly owned subsidiary, Consumers Energy Company. Consumers Energy has agreed to sell its entire ownership interest in the Midland Cogeneration Venture (MCV) to MCV Power Partners, Inc. for approximately $60.5 million. The sale includes Consumers' 100% ownership in CMS Midland, Inc. (which holds a 49% interest in the MCV Partnership) and CMS Midland Holdings Company (which holds a 35% indirect interest in the facility). This divestiture represents CMS Energy's complete exit from its stake in the Midland Cogeneration Venture facility, a 1500 MW natural gas-fueled cogeneration plant. The transaction is subject to customary closing conditions, including antitrust approval, with a target closing date by year-end 2006.
Key Highlights
- 1Consumers Energy Company to sell its entire interest in the Midland Cogeneration Venture (MCV) to MCV Power Partners, Inc.
- 2Total sale price for the MCV interests is approximately $60.5 million.
- 3The transaction involves the sale of ownership stakes in CMS Midland, Inc. and CMS Midland Holdings Company, representing all of Consumers' interests in the MCV facility.
- 4MCV Power Partners will reimburse Consumers for certain obligations related to steam and power contracts with The Dow Chemical Company, backed by an $85 million letter of credit.
- 5Closing of the transaction is contingent upon customary conditions, including Hart-Scott-Rodino Act approval.
- 6The agreement includes standard representations, warranties, covenants, and indemnification provisions.
- 7The targeted closing date for the transaction is December 31, 2006.