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CMS > SEC Filings for CMS > Form 8-K on 27-Dec-2013All Recent SEC Filings

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Form 8-K for CMS ENERGY CORP


27-Dec-2013

Entry into a Material Definitive Agreement, Termination of a Material Definitive


Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2013, CMS Energy Corporation ("CMS Energy") amended and restated its $550 million secured Revolving Credit Facility (the "CMS Facility") with a consortium of banks led by Barclays Bank PLC ("Barclays"), JPMorgan Securities LLC ("JPMorgan"), Union Bank, N.A. ("Union Bank"), RBS Securities Inc. ("RBS"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch").

Obligations under the CMS Facility will continue to be secured by Consumers Energy Company ("Consumers") common stock pursuant to the Pledge and Security Agreement dated as of March 31, 2011, made by CMS Energy to Barclays, as Administrative Agent for the Banks, as defined therein.

On December 20, 2013, Consumers amended and restated its secured Revolving Credit Facility (the "Consumers Facility") with a consortium of banks led by JPMorgan, Barclays, Union Bank, RBS and Merrill Lynch. The Consumers Facility was increased from $500 million to $650 million. Pursuant to the Consumers Facility, Consumers' $150 million Third Amended and Restated Revolving Credit Agreement dated as of April 18, 2012 between Consumers and a consortium of banks led by Union Bank, and described in the Form 8-K filed with the Securities and Exchange Commission on April 24, 2012, was terminated.

Obligations under the Consumers Facility in the amount of $500 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 114th Supplemental Indenture dated as of March 31, 2011 between Consumers and The Bank of New York Mellon, Trustee. The additional obligations under the Consumers Facility in the amount of $150 million will be secured by first mortgage bonds of Consumers issued pursuant to the 123rd Supplemental Indenture dated as of December 20, 2013 between Consumers and The Bank of New York Mellon, Trustee.

Both the CMS Facility and the Consumers Facility have 5 year terms, which expire on December 20, 2018, and replace revolving credit facilities that were set to expire in 2017. CMS Energy and Consumers expect any drawings under these facilities will be used for general corporate purposes.

Barclays, JPMorgan, Union Bank, RBS, Merrill Lynch and other members of the lending consortiums have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course of business.

The foregoing descriptions of the CMS Facility and the Consumers Facility do not purport to be complete and are qualified in their entirety by the provisions of the CMS Facility and the Consumers Facility, respectively, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.




Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in response to Item 1.01 of this Form 8-K is incorporated by reference in response to this Item 1.02.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 4.1    123rd Supplemental Indenture dated as of December 20, 2013 between
        Consumers and The Bank of New York Mellon, as Trustee.

10.1    $550 million Second Amended and Restated Revolving Credit Agreement dated
        as of December 20, 2013 among CMS Energy, the Banks, as defined therein,
        and Barclays, as Agent.

10.2    $650 million Third Amended and Restated Revolving Credit Agreement dated
        as of December 20, 2013 among Consumers, the Banks, as defined therein,
        and JPMorgan Chase Bank, N.A., as Agent.


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