CMS Energy Sells $1 Billion Of 6.800% Junior Notes To Pay Off Two 2027 Debt Series
The utility holding company will use the proceeds to retire $625 million of senior notes due in 2027, with offering costs estimated at $1.8 million.
CMS Energy, the Michigan utility holding company, issued and sold $1 billion of 6.800% junior subordinated notes due 2057 on Tuesday, according to an 8-K filing. The money is earmarked to pay off two series of senior notes that mature in 2027.
Two 2027 maturities in the crosshairs
CMS Energy plans to retire its $275 million 2.95% senior notes due February 2027 and its $350 million 3.45% senior notes due August 2027, at or before maturity. Together those two series come to $625 million.
The new notes are Fixed-to-Fixed Reset Rate Junior Subordinated Notes, which rank below senior debt. They raise $1 billion, so the offering is larger than the planned repayments. Whatever is left over goes to general corporate purposes, the company said.
The sale was made off a shelf registration, a standing SEC filing that lets a company sell securities in pieces. A final prospectus supplement is dated October 29, 2026, and six banks, including Deutsche Bank, J.P. Morgan, Mizuho, Morgan Stanley, MUFG and Wells Fargo, acted as representatives of the underwriters.
A $1.8 million cost estimate
The company estimates offering expenses at $1.8 million. Rating agency fees are the largest item at $1,550,350, followed by an $87,000 SEC registration fee.
The smaller lines are $75,000 in legal fees, $55,000 for independent accounting firms, $12,650 for the trustee, $10,000 for printing and delivery, and $10,000 in miscellaneous costs.
The utility behind the debt
CMS Energy's main subsidiary, Consumers, is an electric and gas utility serving Michigan's Lower Peninsula. In 2025 it had 1.9 million electric customers and 1.8 million gas customers. CMS Energy reported $8.5 billion in consolidated operating revenue for 2025.
CMS shares traded at $70.24 in Tuesday trading as of 12:46 p.m. ET, down 0.73% from the prior close of $70.76.
The new 2057 notes join several junior subordinated issues CMS Energy already has listed on the New York Stock Exchange, including notes due 2078 and 2079.
Sources
- 8-K Filing — CMS ENERGY CORP (CMS) — SEC EDGAR
- Exhibit tm2628799d1_ex99-1.htm — CMS ENERGY CORP 8-K exhibit — SEC EDGAR
- CMS Energy Corp.'s Proposed Junior Subordinated N | S&P Global Ratings — spglobal.com
