Item 1.01 Entry into a Material Definitive Agreement.
On June 21, 2021, Consumers Energy Company ("Consumers"), a wholly-owned
subsidiary of CMS Energy Corporation ("CMS Energy"), signed a Purchase and Sale
Agreement, dated as of June 21, 2021 with New Covert Generating Company, LLC
(the "Covert Agreement"). Pursuant to the Covert Agreement, Consumers will
acquire the New Covert Generating Facility, which is a 1,176-megawatt natural
gas-fired combined cycle generating plant located in Van Buren County, Michigan.
The purchase price, $810million, will be adjusted by post-Closing working
capital adjustments.
The Covert Agreement contains a number of customary representations, warranties,
covenants and closing conditions. The closing conditions include approvals by
the Federal Energy Regulatory Commission, the Michigan Public Service Commission
and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and reconnection with the Midcontinent Independent
System Operator, Inc. system (or a reasonably acceptable alternative
arrangement). The Covert Agreement also contains indemnification provisions,
subject to specified limitations as to time and amount. The closing of the
transaction is targeted for the second quarter of 2023 and the Covert Agreement
provides that a party not in default may terminate the Covert Agreement if
closing does not occur by September 30, 2023. However, Consumers and CMS Energy
cannot predict with certainty whether or when the closing conditions will be
satisfied or whether or when this transaction will be consummated.
The foregoing description of the Covert Agreement does not purport to be
complete and is qualified in its entirety by the provisions of the Covert
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Also, on June 21, 2021, Consumers signed a Purchase and Sale Agreement, dated as
of June 21, 2021 with Dearborn Industrial Generation, LLC, CMS Generation
Michigan Power, LLC, and CMS Energy Resource Management Company (the
"Enterprises Agreement"). Pursuant to the Enterprises Agreement, Consumers will
acquire three additional Michigan natural gas-fired power plants: Dearborn
Industrial Generation, which is a 770-megawatt natural gas and waste gas
co-generation power plant in Wayne County; Kalamazoo River Generating Station,
which is a 75-megawatt plant in Kalamazoo County; and the Livingston Generating
Station, which is a 156-megawatt plant in Otsego County. The purchase price,
$515 million, will be adjusted by post-Closing working capital adjustments, and
certain other adjustments.
The Enterprises Agreement contains a number of customary representations,
warranties, covenants and closing conditions. The closing conditions include
approvals by the Federal Energy Regulatory Commission, and the Michigan Public
Service Commission. The Enterprises Agreement also contains indemnification
provisions, subject to specified limitations as to time and amount. The closing
of the transaction is targeted for April 2025 and the Enterprises Agreement
provides that a party not in default may terminate the Enterprises Agreement if
closing does not occur by May 2027. However, Consumers and CMS Energy cannot
predict with certainty whether or when the closing conditions will be satisfied
or whether or when this transaction will be consummated.
Dearborn Industrial Generation, LLC, CMS Generation Michigan Power, LLC, and CMS
Energy Resource Management Company are subsidiaries of CMS Enterprises Company
("CMS Enterprises"), a wholly-owned subsidiary of CMS Energy or HYDRA-CO
Enterprises, Inc., a wholly-owned subsidiary of CMS Enterprises.
The foregoing description of the Enterprises Agreement does not purport to be
complete and is qualified in its entirety by the provisions of the Enterprises
Agreement, which is attached hereto as Exhibit 10.2 and incorporated by
reference herein.
Item 8.01. Other Matters.
On June 23, 2021, Consumers announced details of its updated Integrated Resource
Plan, including its plan to end coal use by 2025. The News Release and
Presentation which are attached hereto as Exhibits 99.1 and 99.2 are
incorporated by reference.
Investors and others should note that CMS Energy routinely posts important
information on its website and considers the Investor Relations section,
www.cmsenergy.com/investor-relations, a channel of distribution.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
10.1 Purchase and Sale Agreement dated June 21, 2021 by and among
Consumers Energy Company and New Covert Generating Company, LLC *
10.2 Purchase and Sale Agreement dated June 21, 2021 by and among
Consumers Energy Company and Dearborn Industrial Generation, LLC, CMS
Generation Michigan Power, LLC, and CMS Energy Resource Management
Company *
99.1 Consumers News Release dated June 23, 2021
99.2 Consumers presentation dated June 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document).
*Schedules and exhibits to this agreement have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
This 8-K contains "forward-looking statements." The forward-looking statements
are subject to risks and uncertainties that could cause CMS Energy's and
Consumers Energy's results to differ materially. All forward-looking statements
should be considered in the context of the risk and other factors detailed from
time to time in CMS Energy's and Consumers Energy's Securities and Exchange
Commission filings.
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