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.
o
Check 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 |
x
Check 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:
o
third party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to 13e-4.
x
going-private transaction subject to Rule 13e-3.
o
amendment 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:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o
Rule 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
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