CMS ENERGY CORP — Capital/Financing Update 2010

Dec 28, 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 22, 2010

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CMS Energy Corporation ______ (Exact name of registrant as specified in its charter)

Michigan	001-09513	38-2726431
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable __________ Former name or former address, if changed since last report

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02. Unregistered Sales of Equity Securities.

On December 22, 2010, CMS Energy Corporation (“CMS Energy”) issued 6,548,143 shares of its common stock and paid $124,830,045 in cash in exchange for $124,830,000 aggregate principal amount of its 3.375 percent Convertible Senior Notes Due 2023, Series B, in accordance with the terms and provisions of the Indenture of CMS Energy dated as of September 15, 1992, as supplemented by the Sixteenth Supplemental Indenture dated as of December 16, 2004. Such shares of common stock were issued based on the weighted average conversion value of $1,986.62 per $1,000 principal amount of convertible note.

The above-mentioned issuance was an exchange of securities with existing shareholders, and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Thomas J. Webb
Name: Thomas J. Webb
Title: Executive Vice President and Chief Financial Officer

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