8-KMaterial AgreementsExhibits & Filings

CMS ENERGY CORP 8-K Report, Material Agreement (May 29, 2007)

Filed May 29, 2007For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation, through its wholly-owned subsidiary Consumers Energy Company, announced on May 24, 2007, a significant acquisition agreement. Consumers Energy will purchase 100% of the membership interests in Zeeland Power Company, LLC, which operates a 946-megawatt gas-fired power plant located in Zeeland, Michigan. The agreed-upon purchase price is $517 million, subject to customary adjustments. This strategic move signals an expansion of Consumers Energy's generation capacity and operational footprint within Michigan. The transaction is subject to several closing conditions, including approvals from the Federal Energy Regulatory Commission (FERC), the Michigan Public Service Commission (MPSC), and the expiration of the Hart-Scott-Rodino waiting period. The targeted closing date for this acquisition is the first half of 2008, with a termination date of June 30, 2008, if closing does not occur by then. Investors should monitor the progress of regulatory approvals and any potential impacts on the company's financial structure and future earnings.

Key Highlights

  • 1Consumers Energy Company, a subsidiary of CMS Energy, signed a Purchase and Sale Agreement to acquire Zeeland Power Company, LLC.
  • 2The acquisition includes a 946-megawatt gas-fired power plant located in Zeeland, Michigan.
  • 3The purchase price for the acquisition is set at $517 million, subject to adjustments.
  • 4The transaction is expected to close in the first half of 2008.
  • 5Key closing conditions include approvals from FERC, MPSC, and HSR Act compliance.
  • 6The agreement includes customary representations, warranties, covenants, and indemnification provisions.
  • 7The filing contains forward-looking statements subject to risks and uncertainties, which are referenced in the company's 10-K and 10-Q filings.

Frequently Asked Questions

This 8-K filing reports on a material definitive agreement entered into by Consumers Energy Company, a subsidiary of CMS Energy. Specifically, it details the agreement to acquire Zeeland Power Company, LLC, which owns a significant gas-fired power plant in Michigan.

Consumers Energy is acquiring 100% of the membership interests in Zeeland Power Company, LLC. This entity owns a 946-megawatt gas-fired power plant in Zeeland, Michigan. The purchase price is $517 million, subject to adjustments for working capital and capital expenditures.

The acquisition is contingent upon several regulatory approvals, including those from the Federal Energy Regulatory Commission (FERC) and the Michigan Public Service Commission (MPSC). Additionally, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 must expire. Customary closing conditions and representations are also part of the agreement.

The targeted closing date for the transaction is the first half of 2008. The agreement includes a provision for termination if closing does not occur by June 30, 2008, by a party not in default.