Filed under Rule 433
File No. 333-236742-01
Final Term Sheet
May 8, 2020
Issuer: |
| Consumers Energy Company |
|
|
|
Securities: |
| Floating Rate First Mortgage Bonds due 2070 |
|
|
|
Aggregate Principal Amount Offered: |
| $134,349,000 |
|
|
|
Maturity Date: |
| May 20, 2070 |
|
|
|
Coupon: |
| Floating rate based on three-month LIBOR minus 0.30%; reset quarterly on each February 20, May 20, August 20 and November 20 of each year, commencing on August 20, 2020; 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 May 18, 2020 |
|
|
|
Interest Payment Dates: |
| February 20, May 20, August 20 and November 20 |
|
|
|
First Interest Payment Date: |
| August 20, 2020 |
|
|
|
Public Offering Price: |
| 100% |
|
|
|
Optional Redemption at Option of Issuer: |
| At any time on or after May 20, 2050, 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 |
|
May 20, 2050 to November 19, 2050 |
| 105.00 | % |
November 20, 2050 to May 19, 2051 |
| 105.00 | % |
May 20, 2051 to November 19, 2051 |
| 104.50 | % |
November 20, 2051 to May 19, 2052 |
| 104.50 | % |
May 20, 2052 to November 19, 2052 |
| 104.00 | % |
November 20, 2052 to May 19, 2053 |
| 104.00 | % |
May 20, 2053 to November 19, 2053 |
| 103.50 | % |
November 20, 2053 to May 19, 2054 |
| 103.50 | % |
May 20, 2054 to November 19, 2054 |
| 103.00 | % |
November 20, 2054 to May 19, 2055 |
| 103.00 | % |
May 20, 2055 to November 19, 2055 |
| 102.50 | % |
November 20, 2055 to May 19, 2056 |
| 102.50 | % |
May 20, 2056 to November 19, 2056 |
| 102.00 | % |
November 20, 2056 to May 19, 2057 |
| 102.00 | % |
May 20, 2057 to November 19, 2057 |
| 101.50 | % |
November 20, 2057 to May 19, 2058 |
| 101.50 | % |
May 20, 2058 to November 19, 2058 |
| 101.00 | % |
November 20, 2058 to May 19, 2059 |
| 101.00 | % |
May 20, 2059 to November 19, 2059 |
| 100.50 | % |
November 20, 2059 to May 19, 2060 |
| 100.50 | % |
May 20, 2060 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 May 20 of every second year thereafter until May 20, 2067 (i.e. commencing on May 20, 2033, through and including May 20, 2067), 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 |
|
May 20, 2021 |
| 98.00 | % |
November 20, 2021 |
| 98.00 | % |
May 20, 2022 |
| 98.00 | % |
November 20, 2022 |
| 98.00 | % |
May 20, 2023 |
| 98.00 | % |
November 20, 2023 |
| 98.00 | % |
May 20, 2024 |
| 98.00 | % |
November 20, 2024 |
| 98.00 | % |
May 20, 2025 |
| 98.00 | % |
November 20, 2025 |
| 99.00 | % |
May 20, 2026 |
| 99.00 | % |
November 20, 2026 |
| 99.00 | % |
May 20, 2027 |
| 99.00 | % |
November 20, 2027 |
| 99.00 | % |
May 20, 2028 |
| 99.00 | % |
November 20, 2028 |
| 99.00 | % |
May 20, 2029 |
| 99.00 | % |
November 20, 2029 |
| 99.00 | % |
May 20, 2030 |
| 99.00 | % |
November 20, 2030 |
| 99.00 | % |
May 20, 2031 |
| 100.00 | % |
Trade Date: |
| May 8, 2020 |
|
|
|
Settlement Date: |
| May 20, 2020 (T+8) |
|
|
|
Expected Ratings: |
| Aa3 / A / A+ (Moody’s / S&P / Fitch) |
|
|
|
Joint Book-Running Managers: |
| UBS Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC RBC Capital Markets, LLC J.P. Morgan Securities LLC |
|
|
|
CUSIP/ISIN: |
| 210518 DK9 / US210518DK94 |
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 UBS Securities LLC toll-free at 888-827-7275, Morgan Stanley & Co. LLC toll-free at 866-718-1649, Wells Fargo Securities, LLC toll-free at 800-645-3751, RBC Capital Markets, LLC toll-free at 866-375-6829 or J.P. Morgan Securities LLC collect at 212-834-4533.
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.
