8-KMaterial AgreementsExhibits & Filings

CMS ENERGY CORP 8-K Report, Material Agreement (Jul 11, 2007)

Filed July 11, 2007For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) announced on July 11, 2007, the entry into a material definitive agreement to sell its interests in the GasAtacama project located in Chile. The sale, which is being conducted through various subsidiaries, involves equity interests in entities that own the project, including natural gas pipelines in Argentina and Chile, and a 780 MW gas-fired generation facility in Chile. The Chilean power plant has been refitted to operate on oil due to gas supply curtailments from Argentina. The buyer is Pacific Energy LLC, a subsidiary of Empresa Nacional De Electricidad S.A. (Endesa), which is exercising a right of first offer. The agreed-upon purchase price for the GasAtacama project is $80 million. The transaction is subject to certain closing conditions and is anticipated to close in August 2007. Notably, CMS Energy has no post-closing indemnity obligations, and Endesa has provided a guarantee for the buyer's payment obligations.

Key Highlights

  • 1CMS Energy is selling its interest in the GasAtacama project in Chile for $80 million.
  • 2The sale includes natural gas pipelines in Argentina and Chile, and a 780 MW power generation facility in Chile.
  • 3The buyer is Pacific Energy LLC, a subsidiary of Endesa, exercising a right of first offer.
  • 4The transaction is subject to closing conditions and expected to close in August 2007.
  • 5CMS Energy will have no post-closing indemnity obligations related to the sale.
  • 6Endesa has provided a guarantee for the buyer's payment obligations, mitigating CMS Energy's risk.
  • 7The Chilean power plant has been adapted to run on oil due to gas supply issues.

Frequently Asked Questions

CMS Energy is selling its equity interests in the GasAtacama project, which includes natural gas pipelines in Argentina and Chile, and a 780 MW power generation facility in Chile. The agreed-upon sale price is $80 million.

The buyer is Pacific Energy LLC, a wholly-owned subsidiary of Empresa Nacional De Electricidad S.A. (Endesa). The sale is occurring because Endesa exercised a right of first offer.

The closing of the sale is expected to occur in August 2007, subject to the satisfaction of certain conditions. Importantly for CMS Energy, the company will have no post-closing indemnity obligations, and Endesa has guaranteed the buyer's payment obligations, which reduces CMS Energy's risk related to the transaction.

Yes, the Chilean power plant component of the GasAtacama project has been refitted to operate on oil due to curtailments in natural gas supply from Argentina. This operational adaptation is a factor in the project's current status.