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CMS (NYSE: CMS) boosts tender offer, to repurchase $147.1M Consumers Energy bonds

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CMS Energy Corporation (NYSE: CMS) filed a Form 8-K to disclose the early results and pricing of its previously announced cash tender offer for certain Consumers Energy Company first mortgage bonds.

  • Aggregate Tender Cap raised: Management increased the cap to $147.095 million from $125 million after receiving strong tenders.
  • Securities targeted: Up to $147.095 million combined principal of Consumers Energy’s 2.50% First Mortgage Bonds due 2060 (outstanding principal $525 million) and several other mortgage-bond series (collectively, the “Securities”).
  • Settlement timing: CMS expects to purchase the capped amount on the early settlement date of June 23, 2025. No additional Securities are expected to be bought thereafter.
  • Purpose and scope: Although the filing does not state the strategic rationale, tender offers of this nature typically serve to manage debt maturity profiles and interest costs. The company emphasized that the announcement is information-only and does not constitute an offer to buy or sell any securities.
  • Exhibits: Two press releases dated June 18 2025 (Exhibits 99.1 and 99.2) provide further detail; Cover Page XBRL data filed as Exhibit 104.

The disclosure is limited to Item 8.01 (Other Events); no financial statements or earnings data were included.

Positive

  • Increased tender cap from $125 million to $147.095 million, indicating strong participation and adequate liquidity to retire additional debt.
  • Early settlement on June 23 2025 accelerates liability management benefits and reduces interest expense sooner.

Negative

  • Limited scale – the repurchase represents a relatively small fraction of CMS’s total debt, so overall leverage impact is minor.
  • Cash outflow of $147 million reduces near-term cash reserves, though funding sources were not disclosed.

Insights

TL;DR: Small-scale bond repurchase reduces long-dated debt; modestly positive for leverage but immaterial to earnings.

The $147 million cap equals roughly 28% of the 2.50% 2060 bond’s outstanding balance and an even smaller share of CMS’s consolidated debt load. Raising the cap suggests investor appetite to tender and CMS’s willingness to deploy incremental cash, signaling comfortable liquidity. Because the transaction settles on June 23 2025 and no further purchases are planned, the impact is finite and largely confined to liability management—no operational changes are disclosed. Absent cost-of-debt metrics or funding details, the market effect should be modest; nevertheless, trimming low-coupon, ultra-long-term obligations incrementally improves the company’s leverage and duration profile.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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) June 18, 2025

 

Commission   Registrant; State of Incorporation;   IRS Employer
File Number   Address; and Telephone Number   Identification No.
         
1-9513  

CMS ENERGY CORPORATION

(A Michigan Corporation)
One Energy Plaza

Jackson
, Michigan 49201
(517
) 788-0550

  38-2726431

 

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   Trading Symbol(s)   Name of each exchange 
on which registered
CMS Energy Corporation Common Stock, $0.01 par value   CMS   New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078   CMSA   New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078   CMSC   New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079   CMSD   New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C   CMS PRC   New York Stock Exchange

 

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 June 18, 2025, CMS Energy Corporation (“CMS Energy”) issued press releases announcing (A) early results of its previously announced cash tender offer (the “Tender Offer”) and (B) pricing of the Tender Offer and the increase of the Aggregate Tender Cap (as defined below) from $125,000,000 aggregate principal amount to $147,095,000 aggregate principal amount.

 

The Tender Offer consists of up to $147,095,000 combined aggregate principal amount (the “Aggregate Tender Cap”) of Consumers Energy Company’s 2.50% First Mortgage Bonds due 2060 with an outstanding principal amount of $525,000,000 and certain other series of Consumers Energy Company’s outstanding mortgage bonds (collectively, the “Securities”).

 

Because CMS Energy expects to accept for purchase Securities in an aggregate principal amount equal to the Aggregate Tender Cap, no additional Securities are expected to be purchased pursuant to the Tender Offer after June 23, 2025, the early settlement date for such Securities that were validly tendered. A copy of each press release is attached as an exhibit and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

 

The information included in Item 8.01 of this report and the press releases attached hereto as Exhibit 99.1 and 99.2 are for informational purposes only and do not constitute an offer to purchase any of the Securities.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.  

 

99.1   CMS Energy News Release dated June 18, 2025.
     
99.2   CMS Energy News Release dated June 18, 2025.
     
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

    CMS ENERGY CORPORATION
   
Dated: June 18, 2025 By: /s/ Rejji P. Hayes
    Rejji P. Hayes
    Executive Vice President and Chief Financial Officer

 

 

 

FAQ

What did CMS Energy (CMS) announce in its June 18 2025 Form 8-K?

CMS disclosed early results and pricing of a cash tender offer and raised the aggregate tender cap to $147.095 million.

Which securities are included in CMS Energy’s 2025 tender offer?

Consumers Energy Company’s 2.50% First Mortgage Bonds due 2060 and several other outstanding mortgage-bond series.

How much was the tender cap increased by CMS Energy?

The cap rose by $22.095 million, from $125 million to $147.095 million.

When will the early settlement for the tendered bonds occur?

CMS expects to settle accepted tenders on June 23 2025.

Will CMS Energy purchase additional bonds after June 23 2025?

No. CMS anticipates buying bonds only up to the $147.095 million cap and does not expect further purchases after the early settlement date.

Does the 8-K include financial statements or earnings updates?

No, the filing is limited to Item 8.01 (Other Events) and does not contain financial statements or earnings data.