Item 7.01. Regulation FD Disclosure.
On June 8, 2021, CMS
Energy issued a news release announcing, among other things, the execution of the Agreement; the full text of such news release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
Additionally, CMS
Energy reaffirms, as of June 8, 2021, its 2021 consolidated earnings per share guidance as provided on April 29, 2021 and introduces
its 2022 earnings per share guidance. Exhibit 99.1 contains additional information in respect
of the foregoing.
CMS Energy
will hold a webcast to discuss the matters described in this Current Report on Form 8-K and provide a business update on June 8,
2021 at 11:15 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and
select “Events and Presentations.” A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report.
A webcast of the presentation will be available on the CMS Energy website, cmsenergy.com.
In accordance with General Instruction B.2
of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933.
Investors and others should note that CMS
Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations,
a channel of distribution.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995: This Current Report on Form 8-K contains,
and certain oral statements made by our representatives from time to time, including on the webcast described above, may contain, forward-looking
statements regarding the proposed Merger of EnerBank and Regions and our expectations regarding such Merger and building shareholder value.
Forward-looking statements may be identified by words such as, but not limited to, “might,”
“may,” “could,” “should,” “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,”
“assumes” and similar expressions. All forward-looking statements involve risks, assumptions, uncertainties and factors,
many of which are outside of CMS Energy’s and its affiliates’ control, and are subject to change. Such risks, assumptions,
uncertainties and factors include, but are not limited to, the occurrence of any event, change, development, occurrence or circumstance
that could give rise to the termination of the Agreement and the inability to complete the proposed Merger due to, among other things,
the failure to satisfy the conditions to the closing therein, including that a regulatory authority or other third party may prohibit,
delay, impair or refuse to grant approval for or consent to the consummation of the proposed Merger. Management cautions that the foregoing
list of risks, assumptions, uncertainties and factors is not exhaustive. There can be no assurance that the proposed Merger will be completed
or the timing thereof. All forward-looking statements speak only as of the date made, and unless legally required, CMS Energy and its
affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. CMS Energy’s actual results could differ materially from those expressed or implied in forward-looking
statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements
and reports filed by CMS Energy or its affiliates with the SEC, including in reports on Forms 10-K, 10-Q, and 8-K. The risks and other
important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with
the SEC, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking
statements made in this Current Report on Form 8-K.