CMS ENERGY CORP (CMS): debt financing — CMS Energy issues $800M of 3.375% convertible notes due 2028; conversion premium 20%

CMS ENERGY CORP

Issued $800M aggregate principal of 3.375% Convertible Senior Notes due May 1, 2028, including $100M from full exercise of initial purchasers' option.
Initial conversion rate: 13.5194 shares per $1,000 note, equivalent to ~$73.97 per share, a 20% premium over the May 1, 2023 closing price.
Notes are senior unsecured, convertible into cash/stock at CMS's election, redeemable after May 6, 2026 if stock trades at 130%+ of conversion price for 20 of 30 days.
Holders can require repurchase upon a fundamental change at 100% principal plus accrued interest.
Maximum shares issuable upon conversion is 12,978,560, subject to anti-dilution; notes sold privately to QIBs under Rule 144A.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

CMS ENERGY CORP incurred convertible notes of $800,000,000 aggregate principal amount with The Bank of New York Mellon, as trustee at 3.375% per year maturing May 1, 2028.

Instrument: convertible notes
Principal: $800,000,000 aggregate principal amount
Counterparty: The Bank of New York Mellon, as trustee
Rate: 3.375% per year
Maturity: May 1, 2028
Event: incurrence

Exact text from the filing

On May 5, 2023, CMS Energy Corporation (“CMS Energy”) completed the sale of $800,000,000 aggregate principal amount of 3.375% Convertible Senior Notes due 2028 (the “Notes”), which included an additional $100,000,000 aggregate principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers (as defined herein) pursuant to the Purchase Agreement (as defined herein) to purchase additional Notes, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

View on SEC.gov

Browse all debt financings →

CMS ENERGY CORP filing history →

Source: SEC EDGAR

accession 0001104659-23-056395

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.