Item 8.01. Other Events.

On November 25, 2020, CMS Energy Corporation ("CMS Energy") issued and sold $400,000,000 aggregate principal amount of its 3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (the "Notes"), pursuant to a Registration Statement on Form S-3 that CMS Energy filed with the Securities and Exchange Commission utilizing a "shelf" registration process (No. 333-236742) (the "Registration Statement"), a Preliminary Prospectus Supplement dated November 19, 2020 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final Prospectus Supplement dated November 19, 2020 to the Prospectus dated February 28, 2020 and an underwriting agreement among CMS Energy and the underwriters named in that agreement with respect to the Notes. CMS Energy intends to use the net proceeds for general corporate purposes, including working capital and repayment of indebtedness.

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 November 19, 2020 among CMS Energy and Barclays Capital Inc., J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.

4.1 Tenth Supplemental Indenture dated as of November 25, 2020 between CMS Energy and The Bank of New York Mellon, as Trustee.

4.2 Form of 3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (included in Exhibit 4.1).

5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of CMS Energy, dated November 25, 2020, regarding the legality of the Notes.





  8.1 Opinion and Consent of Sidley Austin LLP regarding tax matters.



  23.1 Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).



  23.2 Consent of Sidley Austin LLP (included in Exhibit 8.1).

99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-236742).

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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