8-KOther EventsExhibits & Filings

CMS ENERGY CORP 8-K Report, Corporate Update (Mar 6, 2009)

Filed March 6, 2009For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corp. (CMS) filed this Form 8-K on March 6, 2009, primarily to publicly file several crucial documents related to a recent securities offering as exhibits to its existing registration statement. The filing itself doesn't contain new operational or financial performance data but serves as a repository for material agreements and legal opinions connected to the issuance of debt. Key documents included are the Underwriting Agreement for the bond offering, a Supplemental Indenture detailing terms of the First Mortgage Bonds due 2019, the bond form itself, and a legal opinion confirming the legality of these bonds. This filing is important for investors to understand the formal agreements and legal framework surrounding new debt issuances by the company, which can impact its capital structure and financial obligations.

Key Highlights

  • 1CMS Energy Corp. filed an 8-K on March 6, 2009, to attach exhibits related to a securities offering.
  • 2The filing includes the Underwriting Agreement for the offering, dated March 2, 2009, with a syndicate of underwriters led by major financial institutions.
  • 3A One Hundred Eleventh Supplemental Indenture, dated March 6, 2009, between Consumers Energy Company and The Bank of New York Mellon is filed.
  • 4The filing incorporates the form of 6.70% First Mortgage Bonds due 2019.
  • 5A legal opinion from Consumers' Assistant General Counsel regarding the legality of the issued First Mortgage Bonds is included.
  • 6The company is referencing forward-looking statements and risk factors from its 2008 Form 10-K filings.
  • 7The filing was signed by Thomas J. Webb, Executive Vice President and Chief Financial Officer for both CMS Energy Corporation and Consumers Energy Company.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to publicly submit specific documents as exhibits that are related to a recent securities offering by CMS Energy Corp. and Consumers Energy Company. These documents are being filed in connection with the company's existing registration statement.

The exhibits include the Underwriting Agreement for the offering, a Supplemental Indenture for the issuance of First Mortgage Bonds, the actual form of the 6.70% First Mortgage Bonds due 2019, and a legal opinion confirming the validity of these bonds.

No, this particular Form 8-K does not provide new financial statements or operational results. It serves as a procedural filing to attach material legal and contractual documents related to a debt issuance, rather than reporting on the company's ongoing business performance.

The filing explicitly states that forward-looking statements and risk factors should be read in conjunction with the 'FORWARD-LOOKING STATEMENTS AND INFORMATION' and 'RISK FACTORS' sections found in CMS Energy Corporation's and Consumers Energy Company's Form 10-K filings for the year ended December 31, 2008. These sections are incorporated by reference.