Core Viewpoint - CMS Energy Corporation announced the pricing of an offering of $850 million in convertible senior notes, which was upsized from a previously announced $750 million offering, with an option for initial purchasers to buy an additional $150 million [1][2] Group 1: Offering Details - The offering consists of 3.125% convertible senior notes due in 2031, with a closing date expected on November 6, 2025, subject to customary conditions [1] - The net proceeds from the offering are expected to be approximately $839.3 million, or $987.7 million if the additional notes are fully purchased, which will be used to retire existing senior notes and for general corporate purposes [2] Group 2: Convertible Notes Characteristics - The convertible notes will be senior, unsecured obligations, maturing on May 1, 2031, with a fixed interest rate of 3.125% payable semiannually starting May 1, 2026 [3] - Holders can convert the notes under certain conditions before February 1, 2031, and at any time thereafter until maturity [4][5] - The initial conversion rate is set at 11.0360 shares per $1,000 principal amount, representing a conversion price of approximately $90.61 per share, which is a 25% premium over the last reported stock price [6] Group 3: Redemption and Repurchase Conditions - CMS Energy may not redeem the notes before May 7, 2029, but can do so thereafter if the stock price meets certain conditions [8][9] - In the event of a fundamental change, holders may require CMS Energy to repurchase the notes at 100% of the principal amount plus accrued interest [7] Group 4: Regulatory and Market Context - The offering is made to qualified institutional buyers under Rule 144A of the Securities Act, and the notes are not registered under the Securities Act [10]