SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

COMPANHIA PARANAENSE DE ENERGIA – COPEL

(Name of Subject Company (Issuer))

COMPANHIA PARANAENSE DE ENERGIA – COPEL

(Names of Filing Persons (Issuer))

Preferred Class B Shares of Companhia Paranaense de Energia ‒ Copel, no par value per share
(including in the form of American Depositary Shares)
(Title of Class of Securities) N/A
20441B407
(CUSIP Number)

Daniel Pimentel Slaviero

Rua Coronel Dulcídio, 800, 3rd floor – 80420.170 Curitiba, Paraná, Brazil

Tel: +55 41 3331 4011

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With a copy to:

Nicolas Grabar

Cleary, Gottlieb, Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
Not applicable.	Not applicable.

*No filing fee is required because the filing contains only preliminary communications made before the commencement of a tender offer.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

xCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

othird party tender offer subject to Rule 14d-1.

xissuer tender offer subject to 13e-4.

xgoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Tender Offer Statement on Schedule TO relates to a possible offer by Companhia Paranaense de Energia ‒ Copel (“Copel” or the “Company”), a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, to convert all or a portion of the Company’s preferred class B shares (the “Shares”), without par value per share, to units, each representing four Shares and one common share of Copel (the “Units”), including Shares held in the form of American Depositary Shares representing such Units.  The attached communications have been made public relating to the possible tender offer. 

These materials are neither an offer to purchase nor a solicitation of an offer to sell any securities. Copel has not yet commenced a tender offer for the Shares. If required by applicable law and if the transactions described herein occur, Copel intends to file with the U.S. Securities and Exchange Commission a Tender Offer Statement and related materials on Schedule TO.  Holders of the Shares and American Depositary Receipts representing the Shares are encouraged to read such documents carefully when they become available, and as they may be amended from time to time, before making any decision with respect to the potential offer, because they will contain important information.  If and when filed, such documents will be available free of charge at the website of the U.S. Securities and Exchange Commission — www.sec.gov.  In addition, if and when filed, Copel will provide copies of such documents free of charge to holders of the Shares.

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release, Minutes of the Meeting of the Board of Directors of Companhia Paranaense de Energia ‒ Copel, held on March 17, 2021 (English translation)

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EX-99.1

Exhibit 99.1

COMPANHIA PARANAENSE DE ENERGIA - COPEL

Corporate Taxpayer’s ID (CNPJ) 76.483.817/0001-20

PUBLICLY-HELD COMPANY

CVM Registry No. 1431-1

SUMMARY OF THE TWO HUNDRED TWENTIETH (220^th)

BOARD OF DIRECTORS' MEETING

1. PLACE: Rua Coronel Dulcídio nº 800, Curitiba - PR, with the presence of Directors by videoconference. 2. DATE: 03.17.2021 - 8:30 am. 3. BOARD OF DIRECTORS: MARCEL MARTINS MALCZEWSKI - Chairman; and DENISE TEIXEIRA GOMES - Secretary of the Meeting. 4. MATTERS DISCUSSED AND RESOLUTIONS TAKEN:

The Board of Directors:

I. unanimously resolved to approve the Executive Board's Proposal for the Allocation of Interim Dividends Based on the Profit Retention Reserve of Previous Years, in accordance with the Dividend Policy approved on 20.01.2021;

II. unanimously resolved, after hearing the Statutory Audit Committee, to approve the Annual Management Report, the Balance Sheet and the other Financial Statements for the fiscal year 2020 and its submission to the Fiscal Council and the General Shareholders' Meeting;

III. unanimously resolved, after hearing the Statutory Audit Committee, to approve the Executive Board's Proposal for the Allocation of Net Profit Verified in the Year of 2020 and the provision for distribution as Participation Payment Regarding the Integration between Capital and Labor and Incentive Productivity, as well as its submission to the Fiscal Council and to the General Shareholders' Meeting;

IV. unanimously resolved, after hearing the Statutory Audit Committee, to approve the technical studies for the projection of the realization of deferred taxes;

V. unanimously resolved, after hearing the Statutory Audit Committee, to approve the Report of the Statutory Audit Committee for the fiscal year 2020 and claimed to have followed the work of that Board, through its periodic reports;

VI. unanimously resolved to approve the UNITs Program prepared by the Management, which had the support of external advisers and includes the following premises, among others: i. the UNITs will be composed of 5 (five) shares issued by the Company, being 1 (one) common share and 4 (four) class “B” preferred shares; ii. conversion of common shares into class “B” preferred shares and class “B” preferred shares into common shares will be permitted, exclusively for the purposes of forming UNITs, provided that the preferred shares cannot exceed the legal limit of 2/3 of the total shares of the Company; iii. minimum shareholder adhesion resulting in the formation of 229,172,878 (two hundred and twenty-nine million, one hundred and seventy-two thousand, eight hundred and seventy-eight) UNITs, corresponding to approximately 60% (sixty percent) of the shares outstanding after the split (thus considering all shares issued by Copel, excluding the shares of the controlling shareholder); iv. period for requesting the conversion of shares or the formation of UNITs between March 22, 2021, inclusive, and April 20, 2021, inclusive; v. in order to allow the maximization of the conversion of shares and formation of UNITs of the non-controlling shareholders and, observing that the Company is a mixed capital company and, therefore, that after the conversion of shares and formation of UNITs, the State needs to remain holder of more than 51% of ON shares, under the terms of article 4 of Federal Law 13,303 / 2016, and of article 4 of State Law nº 18,875 / 2016, the State of Paraná was obliged, before the Company, to convert shares of its own ownership after the effective conversion of the Company's non-controlling shareholders and, therefore, refrain from converting shares and forming UNITs during the period in which the other shareholders will do so; and vi. adoption of procedures to allow holders of depositary receipts backed by shares of the Company to participate in the conversion of shares and the formation of UNITs, observing the rules applicable to the respective jurisdictions in which depositary receipts are traded;

VII. unanimously decided to approve the execution of the 4th amendment to Bank Credit Bill no. 306.401.381, issued by Copel (Holding) in favor of Banco do Brasil, authorizing the members of the Company's Board of Executive Officers to perform any and all acts and sign any and all documents required for the execution of the items approved;

VIII. received information and discussed the risk factors to be addressed in Form 20-F (2020/2021);

IX. unanimously resolved, after hearing the Investment and Innovation Committee, to approve the Company's Investment Policy;

X. unanimously resolved to approve the Consortium Paraná IP Consortium Contract (Termination) proposal;

XI. unanimously resolved to approve the offer of Letters of Corporate Guarantee in energy purchase agreements entered into by Copel Comercialização SA;

XII. unanimously resolved to approve the indicators and targets for the Performance Award Program - PPD 2021;

I. received and discussed the presentation of actions related to "Innovation" at the Business Development Directorate;

II. unanimously resolved to approve the execution of Assistance Agreements for the maintenance of Health Plans administered by the Fundação Copel de Previdência e Assistência (Copel Social Security and Assistance Foundation);

III. received updated information on the cyber-attack on Copel's systems and on the progress of the implemented Contingency Plan;

IV. received information and discussed about the Carbon Neutrality Plan and about the possibility for Copel to insert the studies proposed in the Strategic Planning.

V. received a report from the Statutory Audit Committee on various matters and discussed the topics presented;

VI. received a report from the Chief Executive Officer on various corporate matters and discussed the matters; and

VII. held the Executive Session of the Collegiate.

5. SIGNATURES: MARCEL MARTINS MALCZEWSKI - CEO; DANIEL PIMENTEL SLAVIERO - Executive Secretary; ADRIANA ANGELA ANTONIOLLI; CARLOS BIEDERMANN; GUSTAVO BONINI GUEDES; LEILA ABRAHAM LORIA; LUIZ CLAUDIO MAIA VIEIRA; MARCO ANTÔNIO BARBOSA CÂNDIDO; OLGA STANKEVICIUS COLPO; and DENISE TEIXEIRA GOMES - Secretary.

The full text of the minutes of the 212th Ordinary Meeting of Copel's Board of Directors was drawn up in its own book No. 11.

DENISE TEIXEIRA GOMES

Secretary