Filed under Rule 433

File No. 333-216355

 

Final Term Sheet

 

September 20, 2018

 

Issuer:

 

CMS Energy Corporation

Security:

 

5.875% Junior Subordinated Notes due 2078 (the “Notes”)

Aggregate Principal Amount Offered:

 

$250,000,000 (excluding the underwriters’ option to purchase up to $37,500,000 of additional aggregate principal amount of Notes to cover over-allotments, if any)

Maturity Date:

 

October 15, 2078

Coupon:

 

5.875%

Interest Payment Dates:

 

January 15, April 15, July 15 and October 15, subject to deferral

First Interest Payment Date:

 

January 15, 2019

Public Offering Price:

 

$25.00 per Note

Par Call:

 

At any time, in whole or in part, on or after October 15, 2023, at 100% plus accrued and unpaid interest to, but not including, the redemption date

Tax Event Call:

 

At any time prior to October 15, 2023, 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 prior to October 15, 2023, in whole but not in part, at 102% plus accrued and unpaid interest to, but not including, the redemption date

Trade Date:

 

September 20, 2018

Settlement Date:

 

September 26, 2018 (T+4)

Expected Listing:

 

NYSE

Expected Ratings:

 

Baa2 / BBB- / BB+ (Moody’s / S&P / Fitch)

 

 

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 Lead Managers:

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 

 

Morgan Stanley & Co. LLC

 

 

Wells Fargo Securities, LLC

Joint Lead Managers:

 

Citigroup Global Markets Inc.

 

 

RBC Capital Markets, LLC

Co-Managers:

 

Deutsche Bank Securities Inc.

 

 

Samuel A. Ramirez & Company, Inc.

CUSIP / ISIN:

 

125896 852 / US1258968528

 

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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800)-294-1322, Morgan Stanley & Co. LLC toll-free at (866) 718-1649 and Wells Fargo Securities, LLC toll-free at (800) 645-3751.

 

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.

 

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