JACKSON, Mich., June 18, 2025 /PRNewswire/ -- CMS Energy Corporation ("CMS Energy") $(CMS)$ announced today the early results and upsizing of the previously announced cash tender offer (the "Tender Offer") for up to the Aggregate Tender Cap (as defined below) of the outstanding bonds listed in the table below and certain other series of bonds (the "Bonds"), which were issued by Consumers Energy Company ("Consumers"). CMS has amended the terms of the Tender Offer to increase the combined aggregate principal amount of Bonds subject to the Tender Offer (the "Aggregate Tender Cap") from $125 million to $147.095 million. In addition, the Series Tender Cap for the 2.500% First Mortgage Bonds due 2060 (the "2060 Bonds") has been increased to $147.095 million as set forth in the table below. $147.095 million in aggregate principal amount of the 2060 Bonds were validly tendered and not validly withdrawn prior to or at 5:00 p.m., New York City time, on June 17, 2025 (such date and time, the "Early Tender Date"). The terms and conditions of the Tender Offer are described in the Offer to Purchase, dated June 4, 2025 (the "Offer to Purchase") and except as amended by this press release remain unchanged.

The table below summarizes certain information regarding the 2060 Bonds and the Tender Offer, including the aggregate principal amount of 2060 Bonds that were validly tendered and not validly withdrawn on or prior to the Early Tender Date, according to information provided by D.F. King & Co. Inc.

 
                                    The 2060 Bonds 
-------------------------------------------------------------------------------------- 
 
                                   Principal    Acceptance                 Principal 
 Title of    CUSIP                   Amount      Priority      Series        Amount 
  Security   Numbers    Issuer     Outstanding     Level     Tender Cap     Tendered 
----------  --------  ----------  ------------  ----------  ------------  ------------ 
  2.500% 
   First 
 Mortgage             Consumers 
 Bonds due   210518     Energy 
 2060([1])     DJ2      Company   $525,000,000      1       $147,095,000  $147,095,000 
----------  --------  ----------  ------------  ----------  ------------  ------------ 
 
 
 
(1)  The Series Tender Cap of $147,095,000 for the 2.500% First Mortgage Bonds 
     due 2060 represents the maximum aggregate principal amount of 2.500% 
     First Mortgage Bonds due 2060 that may be purchased in the Tender Offer. 
 

The principal amount of the 2060 Bonds listed in the table above that will be accepted for purchase, if any, will be determined in accordance with the Aggregate Tender Cap, the Series Tender Cap and Acceptance Priority Levels and the other terms of the Tender Offer described in the Offer to Purchase as amended by this press release. As a result, holders of any Bonds that are validly tendered pursuant to the Tender Offer may have all or a portion of their Bonds returned to them, and the amount of Bonds returned will depend on the overall level of participation of holders in the Tender Offer.

The applicable Total Consideration (as defined in the Offer to Purchase) will be determined at 10:00 a.m. New York City Time on June 18, 2025. Holders of the 2060 Bonds that were validly tendered and not validly withdrawn on or prior to the Early Tender Date are eligible to receive the applicable Total Consideration, which includes an early tender payment of $30 per $1,000 principal amount of 2060 Bonds validly tendered and not validly withdrawn by such holders and accepted for purchase by CMS Energy (the "Early Tender Payment"). Accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered 2060 Bonds accepted and purchased by CMS Energy in the Tender Offer. CMS Energy expects to issue a press release after the close of trading on the New York Stock Exchange on June 18, 2025 to announce the Total Consideration payable in connection with the Tender Offer and accept the 2060 Bonds for purchase. The settlement date for the 2060 Bonds accepted for purchase by CMS Energy in connection with the Early Tender Date is expected to be June 23, 2025.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on July 3, 2025, or any other date and time to which CMS Energy extends the Tender Offer. CMS Energy does not expect to accept for purchase any tender of Bonds after the Early Tender Date because the amount of Bonds validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeded the Aggregate Tender Cap. In addition, CMS Energy does not expect to accept for purchase any Bonds of a series other than the 2060 Bonds because the 2060 Bonds had an Acceptance Priority Level of 1 and the 2060 Bonds were validly tendered and not validly withdrawn at or prior to the Early Tender Date in an aggregate principal amount equal to the Aggregate Tender Cap.

CMS Energy's obligation to accept for purchase and to pay for the Bonds that are validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in CMS Energy's sole discretion, of certain conditions, which are more fully described in the Offer to Purchase.

Information Relating to the Tender Offer

U.S. Bancorp Investments, Inc. is acting as the sole lead dealer manager for the Tender Offer (the "Sole Lead Dealer Manager") and Fifth Third Securities, Inc. is acting as the co-dealer manager for the Tender Offer (the "Co-Dealer Manager" and, together with the Sole Lead Dealer Manager, the "Dealer Managers"). The information agent and tender agent is D.F. King & Co. Inc. ("D.F. King"). Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King via email at cms@dfking.com or by telephone at (800) 283-9185 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offer should be directed to the Sole Lead Dealer Manager, U.S. Bancorp Investments, Inc. Liability Management Group at (917) 558-2756 (collect) or (800) 479-3441 (toll free).

None of CMS Energy, its affiliates, the Dealer Managers, D.F. King or the trustee with respect to any series of Bonds is making any recommendation as to whether holders of Bonds should tender any Bonds in response to the Tender Offer, and neither CMS Energy nor any such other person has authorized any person to make any such recommendation. Holders of Bonds must make their own decision as to whether to tender any of their Bonds, and, if so, the principal amount of Bonds to tender.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

The full details of the Tender Offer, including complete instruction on how to tender Bonds, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Bonds before making a decision to tender any Bonds. The Offer to Purchase may be obtained from D.F. King, free of charge, by calling toll-free at (800) 283-9185 (bankers and brokers can call collect at (212) 269-5550) or emailing at cms@dfking.com.

CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy Company, an electric and gas utility, as its primary business. It also owns and operates independent power generation businesses.

Forward-Looking Information

This news release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management's beliefs and assumptions and can often be identified by terms and phrases that include "anticipates," "assumes," "believes," "could," "estimates," "expects," "forecasts," "goals," "guidance," "intends," "may," "might," "objectives," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "targets," "will," and other similar words. Various factors may cause actual results to be materially different than the suggested outcomes within forward--looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but are not limited to: the fact that there can be no assurance that the contemplated Tender Offer will be completed in accordance with its terms, or at all; there can be no assurance that a significant principal amount of the debt being tendered will be accepted for purchase in the Tender Offer; the impact and effect of recent events, such as worsening trade relations, geopolitical tensions, war, acts of terrorism, and the responses to these events, and related economic disruptions including, but not limited to, inflation, energy price volatility, tariffs, and supply chain disruptions; the impact of new regulation by the Michigan Public Service Commission ("MPSC"), the Federal Energy Regulatory Commission ("FERC"), and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structures; potentially adverse regulatory treatment, effects of a failure to receive timely regulatory orders that are or could come before the MPSC, FERC, or other governmental authorities, or effects of a government shutdown; changes in the performance of or regulations applicable to Midcontinent Independent System Operator, Inc., Michigan Electric Transmission Company, LLC (a non--affiliated company), pipelines, railroads, vessels, or other service providers that CMS Energy, Consumers, or any of their affiliates rely on to serve their customers; federal actions, the adoption of or challenges to federal or state laws or regulations or changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, such as those related to energy policy, Retail Open Access, which allows electric generation customers to choose alternative electric suppliers

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