Filed under Rule 433
File No. 333-216355-01
Final Term Sheet
September 12, 2019
Issuer: |
| Consumers Energy Company |
Securities: |
| Floating Rate First Mortgage Bonds due 2069 |
Aggregate Principal Amount Offered: |
| $75,649,000 |
Maturity Date: |
| September 15, 2069 |
Coupon: |
| Floating rate based on three-month LIBOR minus 0.30%; reset quarterly on each March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2019; the interest rate shall not be less than 0.00%; the interest rate for the initial interest period for the Bonds will be determined on September 17, 2019 |
Interest Payment Dates: |
| March 15, June 15, September 15 and December 15 |
First Interest Payment Date: |
| December 15, 2019 |
Public Offering Price: |
| 100% |
Optional Redemption at Option of Issuer: |
| At any time on or after September 15, 2049, in amounts of $1,000 or any integral multiple of $1,000 in excess thereof, at a redemption price equal to the applicable percentage of the principal amount of such Bonds being redeemed set forth in the following table, plus accrued and unpaid interest, if any, on such Bonds being redeemed to, but not including, the redemption date: |
Redemption Date |
| Percentage |
|
September 15, 2049 to March 14, 2050 |
| 105.00 | % |
March 15, 2050 to September 14, 2050 |
| 105.00 | % |
September 15, 2050 to March 14, 2051 |
| 104.50 | % |
March 15, 2051 to September 14, 2051 |
| 104.50 | % |
September 15, 2051 to March 14, 2052 |
| 104.00 | % |
March 15, 2052 to September 14, 2052 |
| 104.00 | % |
September 15, 2052 to March 14, 2053 |
| 103.50 | % |
March 15, 2053 to September 14, 2053 |
| 103.50 | % |
September 15, 2053 to March 14, 2054 |
| 103.00 | % |
March 15, 2054 to September 14, 2054 |
| 103.00 | % |
September 15, 2054 to March 14, 2055 |
| 102.50 | % |
March 15, 2055 to September 14, 2055 |
| 102.50 | % |
September 15, 2055 to March 14, 2056 |
| 102.00 | % |
March 15, 2056 to September 14, 2056 |
| 102.00 | % |
September 15, 2056 to March 14, 2057 |
| 101.50 | % |
March 15, 2057 to September 14, 2057 |
| 101.50 | % |
September 15, 2057 to March 14, 2058 |
| 101.00 | % |
March 15, 2058 to September 14, 2058 |
| 101.00 | % |
September 15, 2058 to March 14, 2059 |
| 100.50 | % |
March 15, 2059 to September 14, 2059 |
| 100.50 | % |
September 15, 2059 and thereafter |
| 100.00 | % |
Repayment at Option of a Holder: |
| On the repayment dates and at the repayment prices (in each case expressed as a percentage of the principal amount of such Bonds being repaid) set forth in the following table, and on September 15 of every second year thereafter until September 15, 2066 (i.e. commencing on September 15, 2032, through and including September 15, 2066), at 100% of the principal amount of such Bonds being repaid, plus, in each case, accrued and unpaid interest, if any, on such Bonds being repaid to, but not including, the repayment date: |
Repayment Date |
| Price |
|
September 15, 2020 |
| 98.00 | % |
March 15, 2021 |
| 98.00 | % |
September 15, 2021 |
| 98.00 | % |
March 15, 2022 |
| 98.00 | % |
September 15, 2022 |
| 98.00 | % |
March 15, 2023 |
| 98.00 | % |
September 15, 2023 |
| 98.00 | % |
March 15, 2024 |
| 98.00 | % |
September 15, 2024 |
| 98.00 | % |
March 15, 2025 |
| 99.00 | % |
September 15, 2025 |
| 99.00 | % |
March 15, 2026 |
| 99.00 | % |
September 15, 2026 |
| 99.00 | % |
March 15, 2027 |
| 99.00 | % |
September 15, 2027 |
| 99.00 | % |
March 15, 2028 |
| 99.00 | % |
September 15, 2028 |
| 99.00 | % |
March 15, 2029 |
| 99.00 | % |
September 15, 2029 |
| 99.00 | % |
March 15, 2030 |
| 99.00 | % |
September 15, 2030 |
| 100.00 | % |
Trade Date: |
| September 12, 2019 |
Settlement Date: |
| September 19, 2019 (T+5) |
Expected Ratings: |
| Aa3 / A / A+ (Moody’s / S&P / Fitch) |
|
| Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time |
Joint Book-Running Managers: |
| Morgan Stanley & Co. LLC |
|
| UBS Securities LLC |
|
| J.P. Morgan Securities LLC |
|
| Deutsche Bank Securities Inc. |
|
| RBC Capital Markets, LLC |
|
| Wells Fargo Securities, LLC |
|
| BofA Securities, Inc. |
CUSIP/ISIN: |
| 210518 DG8 / US210518DG82 |
Consumers Energy Company has filed a registration statement (including a prospectus, as supplemented) with the Securities and Exchange Commission (“SEC”) for the offering to
which this communication relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents Consumers Energy Company has filed with the SEC for more complete information about Consumers Energy Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Consumers Energy Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll-free at 866-718-1649, UBS Securities LLC toll-free at 888-827-7275, J.P. Morgan Securities LLC collect at 212-834-4533, Deutsche Bank Securities Inc. toll-free at 800-503-4611, RBC Capital Markets, LLC toll-free at 866-375-6829, Wells Fargo Securities, LLC toll-free at 800-645-3751 or BofA Securities, Inc. toll-free at 800-294-1322.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.
