8-KMaterial AgreementsExhibits & Filings

CMS ENERGY CORP 8-K Report, Material Agreement (Dec 6, 2012)

Filed December 6, 2012For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed an 8-K on December 6, 2012, to report on material definitive agreements entered into by its principal subsidiary, Consumers Energy Company. Specifically, Consumers Energy amended its Amended and Restated Receivables Purchase Agreement and its Receivables Sale Agreement on November 30, 2012. These amendments are significant as they extend the terms of these agreements to December 1, 2014, providing continued access to financing through these receivables facilities. The amendments also involved changes to the administrative agent and conduit for the Purchase Agreement, with The Bank of Nova Scotia now serving as the administrative agent and Liberty Street Funding, LLC as the conduit. The Bank of Nova Scotia has an existing business relationship with Consumers Energy. Investors should note that these actions relate to the company's liquidity and financing arrangements, and the full details are provided in the attached exhibits.

Key Highlights

  • 1Consumers Energy Company, a subsidiary of CMS Energy, amended two key financing agreements: the Receivables Purchase Agreement and the Receivables Sale Agreement.
  • 2The amendments were executed on November 30, 2012.
  • 3The term of both the Purchase Agreement and the Sale Agreement has been extended to December 1, 2014.
  • 4The administrative agent for the Receivables Purchase Agreement has changed to The Bank of Nova Scotia.
  • 5Liberty Street Funding, LLC is now the conduit for the Receivables Purchase Agreement.
  • 6These amendments are expected to provide continued access to financing through the company's receivables.
  • 7The filing incorporates previously filed documents and includes specific amendments as exhibits.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report that Consumers Energy Company, a principal subsidiary of CMS Energy Corporation, has entered into material definitive agreements by amending its Receivables Purchase Agreement and its Receivables Sale Agreement.

The key changes include extending the maturity date of both agreements to December 1, 2014, and a change in the administrative agent and conduit for the Receivables Purchase Agreement to The Bank of Nova Scotia and Liberty Street Funding, LLC, respectively.

By extending the terms of these receivables purchase and sale agreements, CMS Energy, through its subsidiary Consumers Energy, secures continued access to a financing facility based on its receivables. This is generally positive for liquidity management and operational funding.

The full details of the amendments are provided in Exhibits 10.1 (Amendment No. 4 to Amended and Restated Receivables Purchase Agreement) and 10.2 (Amendment No. 8 to Receivables Sale Agreement) attached to this Form 8-K filing.