CMS ENERGY CORP — Capital/Financing Update 2020

Nov 19, 2020

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*Filed under Rule 433 File No. 333-236742*

Final Term Sheet

November 19, 2020

Issuer:	CMS Energy Corporation
Security:	3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (the “Notes”)
Aggregate Principal Amount Offered:	$400,000,000
Maturity Date:	December 1, 2050
Coupon:	(i) 3.75% per annum, accruing from and including November 25, 2020 to, but not including, the First Reset Date; and (ii) at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 2.90%, to be reset on each Reset Date, from and including the First Reset Date to, but not including, the Maturity Date
Interest Payment Dates:	June 1 and December 1, subject to deferral
First Interest Payment Date:	June 1, 2021
Public Offering Price:	100%
First Reset Date:	December 1, 2030
Reset Date:	The First Reset Date and each date falling on the five-year anniversary of the preceding Reset Date
Par Call Period:	The three-month period prior to and including a Reset Date
Make-Whole Call:	At any time on or after December 1, 2025, other than during any Par Call Period, in whole or in part, at the adjusted treasury rate plus 45 basis points, plus accrued and unpaid interest to, but not including, the redemption date
Par Call:	During any Par Call Period, in whole or in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date
Tax Event Call:	At any time, in whole but not in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date
Rating Agency Call:	At any time, in whole but not in part, at 102% plus accrued and unpaid interest to, but not including, the redemption date
Trade Date:	November 19, 2020
Settlement Date:	November 25, 2020 (T+4)
Expected Ratings
(Moody’s / S&P / Fitch):	Baa2 (negative) / BBB- (stable) / BB+ (stable)
	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:	Barclays Capital Inc.
	J.P. Morgan Securities LLC
	Truist Securities, Inc.
	Wells Fargo Securities, LLC
	PNC Capital Markets LLC
Co-Manager:	Loop Capital Markets LLC
CUSIP / ISIN:	125896 BV1 / US125896BV12

*CMS Energy Corporation 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 CMS Energy Corporation has filed with the SEC for more complete information about CMS Energy Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, CMS Energy Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at (888) 603-5847, J.P. Morgan Securities LLC collect at (212) 834-4533, Truist Securities, Inc. toll-free at (800) 685-4786 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.*

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.

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