UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 9, 2013
| Commission File Number |
Registrant; State of Incorporation; Address; and Telephone Number |
IRS Employer Identification No. | ||
| 1-5611 | CONSUMERS ENERGY COMPANY | 38-0442310 | ||
| (A Michigan Corporation) | ||||
| One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 9, 2013, Consumers Energy Company (“Consumers”) issued and sold $325,000,000 principal amount of its 3.375% First Mortgage Bonds due 2023 (the “Bonds”), pursuant to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing a “shelf” registration process (No. 333-174906-01) (the “Registration Statement”), a Preliminary Prospectus Supplement dated August 5, 2013 to Prospectus dated June 15, 2011, an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final Prospectus Supplement dated August 5, 2013 to Prospectus dated June 15, 2011 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. Consumers intends to use the net proceeds from the offering for general corporate purposes.
This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement dated August 5, 2013 among Consumers and Citigroup Global Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and SMBC Nikko Securities America, Inc., as underwriters. |
| 4.1 | 122nd Supplemental Indenture dated as of August 9, 2013 between Consumers and The Bank of New York Mellon, as Trustee. |
| 4.2 | Form of 3.375% First Mortgage Bonds due 2023 (included in Exhibit 4.1). |
| 5.1 | Opinion of Shelley J. Ruckman, Esq., Assistant General Counsel of Consumers, dated August 9, 2013, regarding the legality of the Bonds. |
| 23.1 | Consent of Shelley J. Ruckman, Esq. (included in Exhibit 5.1). |
| 99.1 | Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-174906-01). |
This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in Consumers’ Securities and Exchange Commission filings. Forward-looking statements should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of Consumers’ Form 10-K, for the year ended December 31, 2012,
and as updated in Consumers’ Forms 10-Q. Consumers’ “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause Consumers’ results to differ materially from those anticipated in such statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSUMERS ENERGY COMPANY | ||||||
| Dated: August 9, 2013 | By: | /s/ Thomas J. Webb | ||||
| Thomas J. Webb | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit Index
| 1.1 | Underwriting Agreement dated August 5, 2013 among Consumers and Citigroup Global Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and SMBC Nikko Securities America, Inc., as underwriters. |
| 4.1 | 122nd Supplemental Indenture dated as of August 9, 2013 between Consumers and The Bank of New York Mellon, as Trustee. |
| 4.2 | Form of 3.375% First Mortgage Bonds due 2023 (included in Exhibit 4.1). |
| 5.1 | Opinion of Shelley J. Ruckman, Esq., Assistant General Counsel of Consumers, dated August 9, 2013, regarding the legality of the Bonds. |
| 23.1 | Consent of Shelley J. Ruckman, Esq. (included in Exhibit 5.1). |
| 99.1 | Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-174906-01). |