Summary
CMS Energy Corporation (CMS) filed an 8-K on April 17, 2007, reporting a material definitive agreement. On April 12, 2007, CMS Energy and its subsidiaries entered into a Share Purchase Agreement with CPFL Energia S.A., a Brazilian utility company, to sell CMS Brasil S.A. for US$211.1 million. CMS Brasil is a holding company for Brazilian electric distribution and generation assets serving approximately 172,000 customers, primarily in Sao Paulo. The transaction is subject to regulatory approval from the Brazilian national electric utility agency and is anticipated to close by the end of the second quarter of 2007. The agreement includes customary representations, warranties, and post-closing indemnification provisions with a general survival period of one year. Investors should note that the completion of the sale is not guaranteed and depends on the satisfaction of closing conditions.
Key Highlights
- 1CMS Energy agreed to sell its Brazilian subsidiary, CMS Brasil S.A., for US$211.1 million.
- 2The buyer is CPFL Energia S.A., a Brazilian utility company.
- 3CMS Brasil holds electric distribution and generation assets serving about 172,000 customers in Brazil.
- 4The transaction is subject to approval from the Brazilian electric utility regulatory agency (Agencia Nacional de Energia Eletrica).
- 5The expected closing date for the sale is by the end of the second quarter of 2007.
- 6The agreement includes standard representations, warranties, and indemnification clauses.
- 7CMS Energy cautions that the closing of the transaction is not certain and is dependent on meeting specific conditions.