8-KMaterial AgreementsExhibits & Filings

CMS ENERGY CORP 8-K Report, Material Agreement (Apr 5, 2007)

Filed April 5, 2007For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) has filed an 8-K report detailing a material definitive agreement to sell its stake in Sistema Electrico de Nueva Esparta, C.A. (SENECA). The company entered into an Agreement of Purchase and Sale with Petroleos de Venezuela, S.A. (PDVSA) on April 4, 2007, for the divestiture of its Venezuelan subsidiary. The transaction involves the sale of CMS Energy's 88 percent equity ownership in SENECA, along with related generating equipment and other assets, for a total consideration of US$105.5 million. The agreement includes standard representations, warranties, and a post-closing indemnity provision. The closing is contingent upon specific conditions, including the accuracy of representations and warranties and the absence of any material adverse changes in SENECA's operations or financial condition, with a target closing date of April 30, 2007.

Key Highlights

  • 1CMS Energy agreed to sell its Venezuelan subsidiary, SENECA, to Petroleos de Venezuela, S.A. (PDVSA).
  • 2The sale price for CMS Energy's 88 percent equity stake in SENECA and associated assets is US$105.5 million.
  • 3The transaction includes representations, warranties, and a post-closing indemnity between CMS Energy and PDVSA.
  • 4Closing of the sale is subject to customary conditions, including no material adverse change in SENECA's condition.
  • 5The agreement requires closing to occur by April 30, 2007.
  • 6CMS Energy cautions that the closing of the transaction is not guaranteed and depends on the satisfaction of certain conditions.

Frequently Asked Questions

This 8-K filing announces CMS Energy Corporation's entry into a material definitive agreement to sell its interest in its Venezuelan subsidiary, Sistema Electrico de Nueva Esparta, C.A. (SENECA), to Petroleos de Venezuela, S.A. (PDVSA).

CMS Energy is selling its 88 percent equity ownership interest in SENECA, along with associated generating equipment and other assets, for US$105.5 million.

The closing is subject to several conditions, including the accuracy of representations and warranties in all material respects and no material adverse change in SENECA's financial condition or operations. The transaction is expected to close by April 30, 2007, but CMS Energy notes that consummation is not certain.

Yes, CMS Energy includes forward-looking statements and notes that the transaction is subject to risks and uncertainties. The successful closing depends on the satisfaction of various conditions, and the company cannot predict with certainty whether or when the closing will occur.