Item 8.01. Other Events.

On May 13, 2020, Consumers Energy Company ("Consumers") issued and sold $525,000,000 aggregate principal amount of its 2.50% First Mortgage Bonds due 2060 (the "2060 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. 333-236742-01) (the "Registration Statement"), a Preliminary Prospectus Supplement dated April 29, 2020 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated April 29, 2020 that included the final terms of the transaction, a Final Prospectus Supplement dated April 29, 2020 to the Prospectus dated February 28, 2020 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the 2060 Bonds. Consumers intends to use the net proceeds from the offering to redeem its 5.30% First Mortgage Bonds due September 1, 2022, of which $250,000,000 aggregate principal amount is outstanding, and 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 April 29, 2020 among Consumers and BNP
         Paribas Securities Corp., BofA Securities, Inc., KeyBanc Capital Markets
         Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital
         (USA) Inc., SMBC Nikko Securities America, Inc., and Wells Fargo
         Securities, LLC, as underwriters.

  4.1      140th Supplemental Indenture dated as of May 13, 2020 between
         Consumers and The Bank of New York Mellon, as Trustee.

  4.2      Form of 2.50% First Mortgage Bonds due 2060 (included in Exhibit
         4.1).

  5.1      Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
         Secretary and Chief Compliance Officer of Consumers, dated May 13, 2020,
         regarding the legality of the 2060 Bonds.

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

  99.1     Information relating to Item 14 of the Registration Statement on Form
         S-3 (No. 333-236742-01).

104.1    Included in the cover page, formatted in Inline XBRL

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