Filed under Rule 433
File No. 333-174906
Final Term Sheet
March 19, 2013
| Issuer: | CMS Energy Corporation | |
| Security: | 4.70% Senior Notes due 2043 | |
| Aggregate Principal Amount Offered: | $250,000,000 | |
| Maturity Date: | March 31, 2043 | |
| Coupon: | 4.70% | |
| Yield to Maturity: | 4.735% | |
| Spread to Treasury: | 160 basis points | |
| Benchmark Treasury Security: | 2.750% due November 15, 2042 | |
| Benchmark Treasury Yield: | 3.135% | |
| Interest Payment Dates: | March 31 and September 30 | |
| First Interest Payment Date: | September 30, 2013 | |
| Public Offering Price: | 99.441% | |
| Optional Redemption: | Make-whole call at any time prior to September 30, 2042 at Treasury rate plus 25 basis points and, thereafter, at par | |
| Trade Date: | March 19, 2013 | |
| Settlement Date: | March 22, 2013 (T+3) | |
| Expected Ratings: | Baa3 (stable) / BBB- (stable) / BB+ (positive) (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: | BNP Paribas Securities Corp. | |
| J.P. Morgan Securities LLC | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| Co-Managers: | Comerica Securities, Inc. | |
| U.S. Bancorp Investments, Inc. | ||
| CUSIP/ISIN: | 125896 BL3 / US125896BL30 |
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 BNP Paribas Securities Corp. toll free at (800) 854-5674,
J.P. Morgan Securities LLC collect at (212) 834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at (800) 294-1322 and Mitsubishi UFJ Securities (USA), Inc. toll free at (877) 649-6848.
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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