CMS ENERGY CORP (CMS): debt financing — CMS Energy closes $1B convertible note offering at 3.125%, conversion premium 25%

CMS ENERGY CORP

Issued $1B aggregate principal of 3.125% Convertible Senior Notes due 2031 (including $150M from option exercise).
Initial conversion price ~$90.61 per share, a 25% premium over Nov 3 closing price of CMS common stock.
Notes convertible under certain conditions; CMS may redeem on/after May 7, 2029 if stock price >=130% of conversion price for 20/30 trading days.
Maximum dilutive shares upon conversion initially 13.795M; notes are senior unsecured, ranking equally with existing unsecured debt.

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 $1,000,000,000 aggregate principal amount of 3.125% Convertible Senior Notes due 2031 (plus $150,000,000 from full exerc with Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC at 3.125% maturing May 1, 2031.

Instrument: convertible notes
Principal: $1,000,000,000 aggregate principal amount of 3.125% Convertible Senior Notes due 2031 (plus $150,000,000 from full exerc
Counterparty: Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC
Rate: 3.125%
Maturity: May 1, 2031
Event: incurrence

Exact text from the filing

completed the sale of $1,000,000,000 aggregate principal amount of 3.125% Convertible Senior Notes due 2031 (the “Notes”), which included an additional $150,000,000 aggregate principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers

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Source: SEC EDGAR

accession 0001104659-25-107549

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