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): | December 22, 2010 |
CMS Energy Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Michigan | 001-09513 | 38-2726431 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| One Energy Plaza, Jackson, Michigan | 49201 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 517-788-0550 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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 3.02. Unregistered Sales of Equity Securities.
On December 22, 2010, CMS Energy Corporation (“CMS Energy”) issued 6,548,143 shares of its common stock and paid $124,830,045 in cash in exchange for $124,830,000 aggregate principal amount of its 3.375 percent Convertible Senior Notes Due 2023, Series B, in accordance with the terms and provisions of the Indenture of CMS Energy dated as of September 15, 1992, as supplemented by the Sixteenth Supplemental Indenture dated as of December 16, 2004. Such shares of common stock were issued based on the weighted average conversion value of $1,986.62 per $1,000 principal amount of convertible note.
The above-mentioned issuance was an exchange of securities with existing shareholders, and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
SIGNATURES
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.
| CMS Energy Corporation | ||||
| December 28, 2010 | By: |
Thomas J. Webb
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| Name: Thomas J. Webb | ||||
| Title: Executive Vice President and Chief Financial Officer | ||||