Current Report Filing (8-k)
08 October 2020 - 2:38AM
Edgar (US Regulatory)
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2020-10-07
2020-10-07
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported) October 7, 2020
Commission
File Number
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Registrant; State of Incorporation;
Address; and Telephone Number
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IRS Employer
Identification No.
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1-5611
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CONSUMERS ENERGY COMPANY
(A Michigan Corporation)
One Energy Plaza
Jackson,
Michigan 49201
(517)
788-0550
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38-0442310
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Consumers Energy Company Cumulative Preferred
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CMS-PB
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company: ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On October 7,
2020, Consumers Energy Company ("Consumers") issued and sold $126,497,000 principal
amount of its Floating Rate First Mortgage Bonds due 2070 (the “Bonds”), pursuant
to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing a “shelf”
registration process (No. 333-236742-01) (the "Registration Statement"), a Preliminary Prospectus
Supplement dated September 23, 2020 to Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus that included the
final terms of the transaction, a Final Prospectus Supplement dated September 25, 2020 to Prospectus dated February 28, 2020 and
an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. Consumers intends
to use the net proceeds from the offering for general corporate purposes.
This Current Report on Form 8-K
is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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1.1
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Underwriting Agreement dated September 25, 2020 among Consumers and UBS Securities LLC, Deutsche
Bank Securities Inc., RBC Capital Markets, LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as underwriters.
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4.1
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142nd Supplemental Indenture dated as of October 7, 2020 between Consumers and The Bank
of New York Mellon, as Trustee.
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4.2
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Form of Floating Rate First Mortgage Bonds due 2070 (included in Exhibit 4.1).
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5.1
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Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance
Officer of Consumers, dated October 7, 2020, regarding the legality of the Bonds.
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23.1
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Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).
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99.1
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Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-236742-01).
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104.1
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Included in the cover page, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONSUMERS ENERGY COMPANY
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Dated: October 7, 2020
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By:
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/s/ Rejji P. Hayes
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Rejji P. Hayes
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Executive Vice President and Chief Financial Officer
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