Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
19 2월 2025 - 7:06AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-270060
Final Term Sheet
February 18, 2025
| Issuer: |
CMS Energy Corporation |
| Securities: |
6.50% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (the “Notes”) |
| Aggregate Principal Amount Offered: |
$1,000,000,000 |
| Maturity Date: |
June 1, 2055 |
| Coupon: |
(i) 6.50% per annum, accruing from and including February 21, 2025 to, but not including, the First Reset Date; and (ii) at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 1.961%, to be reset on each Reset Date, from and including the First Reset Date to, but not including, the Maturity Date |
| Interest Payment Dates: |
June 1 and December 1, subject to deferral |
| First Interest Payment Date: |
June 1, 2025 |
| Public Offering Price: |
100% |
| First Reset Date: |
June 1, 2035 |
| Reset Date: |
The First Reset Date and each date falling on the five-year anniversary of the preceding Reset Date |
| Par Call: |
In whole or in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date, (i) on any date in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any interest payment date |
| Tax Event Call: |
At any time, in whole but not in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date |
| Rating Agency Call: |
At any time, in whole but not in part, at 102% plus accrued and unpaid interest to, but not including, the redemption date |
| Trade Date: |
February 18, 2025 |
| Settlement Date: |
February 21, 2025 (T+3) |
| Expected Ratings |
|
| (Moody’s / S&P / Fitch): |
Baa3 (stable) / BBB- (stable) / BB+ (stable) |
| |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time |
| Joint Book-Running Managers: |
Barclays Capital Inc. |
| |
BofA Securities, Inc. |
| |
Goldman Sachs & Co. LLC |
| |
J.P. Morgan Securities LLC |
| |
SMBC Nikko Securities America, Inc. |
| |
Truist Securities, Inc. |
| Co-Managers: |
Comerica Securities, Inc. |
| |
Loop Capital Markets LLC |
| CUSIP / ISIN: |
125896BY5 / US125896BY50 |
CMS
Energy Corporation has filed a registration statement (including a prospectus, as supplemented) with the Securities and Exchange Commission
(“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented)
in that registration statement and other documents CMS Energy Corporation has filed with the SEC for more complete information about CMS
Energy Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
CMS Energy Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling Barclays Capital Inc. toll-free at (888) 603-5847, BofA Securities, Inc. toll-free at (800) 294-1322,
Goldman Sachs & Co. LLC toll-free at (866) 471-2526 or J.P. Morgan Securities LLC collect at (212) 834-4533.
Any disclaimers or other notices that may appear below are not applicable
to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being
sent via email or another communication system.
CMS Energy (NYSE:CMSD)
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CMS Energy (NYSE:CMSD)
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