CMS Energy plans $750 million convertible notes offering due 2031

November 3, 2025 6:50 AM UTC

CMS Energy Corporation (NYSE: CMS) announced it intends to offer $750 million in convertible senior notes due 2031 through a private placement, according to a company statement. The Michigan-based energy company also plans to grant initial purchasers an option to buy up to an additional $112.5 million in notes within 13 days of issuance.



The company said it will use proceeds to retire its 3.60% Senior Notes due November 15, 2025, which have $250 million in outstanding principal, with remaining funds allocated for general corporate purposes.



The convertible notes will be senior, unsecured obligations convertible at holders' discretion under certain conditions and periods. CMS Energy will settle conversions by paying cash up to the principal amount and may deliver cash, common stock shares, or a combination for any excess conversion obligation.



The offering targets qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes and any shares issuable upon conversion have not been registered under the Securities Act and cannot be offered or sold in the United States except through exemptions from registration requirements.



CMS Energy operates primarily through Consumers Energy Company, which provides electric and gas utility services, and owns independent power generation businesses. The company noted no assurance can be provided that the offering will complete on anticipated terms or at all.


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