{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-056395","form_type":"8-K","ticker":"CMS","cik":"0000811156","company_name":"CMS ENERGY CORP","filed_at":"2023-05-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.324656+00:00","generated_at":"2026-06-15T18:45:09.027849+00:00","sec_items":["2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"CMS Energy issues $800M of 3.375% convertible notes due 2028; conversion premium 20%","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-056395","json":"https://secwatch.observer/filing/0001104659-23-056395.json","markdown":"https://secwatch.observer/filing/0001104659-23-056395.md","text":"https://secwatch.observer/filing/0001104659-23-056395.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/811156/000110465923056395/0001104659-23-056395-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/811156/000110465923056395/tm2314786d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T18:45:09.027849+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b98f744c655b8316896ae6ad412f032c762ad8c9","claim":"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.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/811156/000110465923056395/0001104659-23-056395-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$800,000,000 aggregate principal amount"},{"label":"Counterparty","value":"The Bank of New York Mellon, as trustee"},{"label":"Rate","value":"3.375% per year"},{"label":"Maturity","value":"May 1, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}