8-KAcquisitions & DispositionsExhibits & Filings

CMS ENERGY CORP 8-K Report, Acquisition Completed (Nov 28, 2006)

Filed November 28, 2006For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) announced the completion of the sale of its subsidiary, Consumers Energy Company's, ownership interests in the Midland Cogeneration Venture (MCV) Partnership and the First Midland Limited Partnership (FMLP) on November 21, 2006. The sale, to MCV Power Partners, Inc., generated $60.5 million in cash and includes provisions for potential reimbursement of certain obligations related to steam and power contracts with The Dow Chemical Company. The company has provided unaudited pro forma financial statements reflecting the impact of this divestiture. These statements indicate a significant reduction in assets and liabilities, with a corresponding shift in financial performance. The sale of these interests, which represented CMS Energy's stake in a 1,500 MW natural gas-fired cogeneration facility, is expected to reshape the company's asset base and financial structure.

Key Highlights

  • 1CMS Energy completed the sale of its ownership interests in the Midland Cogeneration Venture (MCV) Partnership and related entities on November 21, 2006.
  • 2The transaction generated $60.5 million in cash proceeds for Consumers Energy Company, a subsidiary of CMS Energy.
  • 3The sale involved MCV GP II, LLC (49% interest in MCV Partnership) and CMS Midland Holdings Company (35% indirect interest in the Facility).
  • 4MCV Power Partners, Inc. (an affiliate of GSO Capital Partners LLC and Rockland Capital Energy Investments LLC) was the buyer.
  • 5MCV Power agreed to reimburse Consumers Energy for certain obligations related to steam and power contracts with The Dow Chemical Company, supported by an $85 million letter of credit.
  • 6Unaudited pro forma financial statements are provided, reflecting the impact of the divestiture on CMS Energy's balance sheet and income statements.
  • 7A net after-tax loss of $36 million was recognized on the transaction, impacting CMS Energy's retained deficit and Consumers' retained earnings as of September 30, 2006.

Frequently Asked Questions

CMS Energy, through its subsidiary Consumers Energy Company, sold its 100% ownership interest in MCV GP II, LLC and its 100% ownership interest in CMS Midland Holdings Company. These entities collectively represented Consumers' ownership interests in the Midland Cogeneration Venture (MCV) Partnership, which operates a 1,500 megawatt natural gas-fired cogeneration facility.

Consumers Energy Company received $60.5 million in cash for the sale of its interests in the MCV Partnership and related entities.

Yes, the buyer, MCV Power Partners, Inc., agreed to reimburse Consumers Energy for certain obligations that may arise if The Dow Chemical Company elects payment under existing contracts for steam and power. This reimbursement obligation is supported by an $85 million letter of credit.

The unaudited pro forma financial statements indicate that the sale resulted in a reduction of assets (including plant and property, cash, receivables, and inventory) and liabilities (including long-term debt and lease obligations). For the year ended December 31, 2005, pro forma income from continuing operations reflects a significant increase to $179 million from a $108 million loss, and earnings per share improved from a loss of $0.51 to $0.85 (basic).