Filed under Rule 433
File No. 333-236742-01
Final Term Sheet
September 25, 2020
Issuer: |
| Consumers Energy Company |
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Securities: |
| Floating Rate First Mortgage Bonds due 2070 |
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Aggregate Principal Amount Offered: |
| $126,497,000 |
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Maturity Date: |
| October 7, 2070 |
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Coupon: |
| Floating rate based on three-month LIBOR minus 0.30%; reset quarterly on each January 7, April 7, July 7 and October 7 of each year, commencing on January 7, 2021; 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 October 5, 2020 |
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Interest Payment Dates: |
| January 7, April 7, July 7 and October 7 |
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First Interest Payment Date: |
| January 7, 2021 |
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Public Offering Price: |
| 100% |
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Optional Redemption at Option of Issuer: |
| At any time on or after October 7, 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 |
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October 7, 2050 to April 6, 2051 |
| 105.00 | % |
April 7, 2051 to October 6, 2051 |
| 105.00 | % |
October 7, 2051 to April 6, 2052 |
| 104.50 | % |
April 7, 2052 to October 6, 2052 |
| 104.50 | % |
October 7, 2052 to April 6, 2053 |
| 104.00 | % |
April 7, 2053 to October 6, 2053 |
| 104.00 | % |
October 7, 2053 to April 6, 2054 |
| 103.50 | % |
April 7, 2054 to October 6, 2054 |
| 103.50 | % |
October 7, 2054 to April 6, 2055 |
| 103.00 | % |
April 7, 2055 to October 6, 2055 |
| 103.00 | % |
October 7, 2055 to April 6, 2056 |
| 102.50 | % |
April 7, 2056 to October 6, 2056 |
| 102.50 | % |
October 7, 2056 to April 6, 2057 |
| 102.00 | % |
April 7, 2057 to October 6, 2057 |
| 102.00 | % |
October 7, 2057 to April 6, 2058 |
| 101.50 | % |
April 7, 2058 to October 6, 2058 |
| 101.50 | % |
October 7, 2058 to April 6, 2059 |
| 101.00 | % |
April 7, 2059 to October 6, 2059 |
| 101.00 | % |
October 7, 2059 to April 6, 2060 |
| 100.50 | % |
April 7, 2060 to October 6, 2060 |
| 100.50 | % |
October 7, 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 October 7 of every second year thereafter until October 7, 2067 (i.e. commencing on October 7, 2033, through and including October 7, 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 |
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October 7, 2021 |
| 98.00 | % |
April 7, 2022 |
| 98.00 | % |
October 7, 2022 |
| 98.00 | % |
April 7, 2023 |
| 98.00 | % |
October 7, 2023 |
| 98.00 | % |
April 7, 2024 |
| 98.00 | % |
October 7, 2024 |
| 98.00 | % |
April 7, 2025 |
| 98.00 | % |
October 7, 2025 |
| 98.00 | % |
April 7, 2026 |
| 99.00 | % |
October 7, 2026 |
| 99.00 | % |
April 7, 2027 |
| 99.00 | % |
October 7, 2027 |
| 99.00 | % |
April 7, 2028 |
| 99.00 | % |
October 7, 2028 |
| 99.00 | % |
April 7, 2029 |
| 99.00 | % |
October 7, 2029 |
| 99.00 | % |
April 7, 2030 |
| 99.00 | % |
October 7, 2030 |
| 99.00 | % |
April 7, 2031 |
| 99.00 | % |
October 7, 2031 |
| 100.00 | % |
Trade Date: |
| September 25, 2020 |
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Settlement Date: |
| October 7, 2020 (T+8) |
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Expected Ratings |
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(Moody’s / S&P / Fitch): |
| Aa3 (negative) / A (stable) / A+ (stable) |
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| 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 |
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Joint Book-Running Managers: |
| UBS Securities LLC |
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| Deutsche Bank Securities Inc. |
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| RBC Capital Markets, LLC |
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| J.P. Morgan Securities LLC |
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| Morgan Stanley & Co. LLC |
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CUSIP/ISIN: |
| 210518 DL7 / US210518DL77 |
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, Deutsche Bank Securities Inc. toll-free at 800-503-4611, RBC Capital Markets, LLC toll-free at 866-375-6829, J.P. Morgan Securities LLC collect at 212-834-4533 or Morgan Stanley & Co. LLC toll-free at 866-718-1649.
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.
