SecProbe.io

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

        DIVISION OF
   CORPORATION FINANCE  ``

March 26 , 2021

Via Email

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
Rua Coronel Dulcídio, 800, 3rd floor – 80420.170
Curitiba, Paraná, Brazil

 Re: Companhia Paranaense de Energia – Copel
  Schedule TO -I
  Filed on March 22, 2021
  File No. 005-52511

Dear Mr. Slaviero :

We have reviewed the above -captioned filing  and have the following comments .  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your filing  and/or  by prov iding the requested
information .  If you do not believe our comments apply to your facts and circumstances , or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing , and any information you provide in
response to these comments, we may have additional comments.

Schedule TO -I

1. We note that you have selected the box indicating that this transaction is a “going
private transaction subject to Rule 13e -3.”  Although a combined Schedule TO and
Schedule 13E -3 filing under cover of Schedule TO is permitted purs uant to General
Instruction J, both schedules must be identified in the cover page of the combined filing
and the EDGAR filing tag must identify both schedules.   See Release No. 34 -42055
(Oct. 22, 1999) at footnotes 143 and 144.   Please revise accordingly,  as both the filing’s
cover page and EDGAR tag currently only reflect a Schedule TO.

Item 10

2. Financial information has been incorporated by reference from the Offer to Convert ,
which in turn incorporates financial data by reference from periodic reports .  Under
General Instruction F to Schedule TO, an express reference must be made to a document
that explicitly contains the required information.  Under Item 12 of Schedule TO and

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
March 26 , 2021
Page | 2

 corresponding Item 1016 (a)(5)  of Regulation M -A, the document from which the
information has been so incorporated also must be filed as an exhibit.  The reference to
“a copy” in General Instruction F is only intended to mean the substantive content of
information so incorporated as distinguished from t he controlling requirement to identify
the information so incorporated as an entry on the exhibit list.   Accordingly, please
revise the exhibit list .

Item 13

3. We note that the “Schedule 13E -3 Item 7. Purposes, Alternatives, Reasons and Effects”
line item  incorporates by reference Section 15  of the Offer to Convert.   That section
does not appear to include the disclosures required by Item 1013(b), (c) and (d) of
Regulation M -A.  Please either advise us as to where in the Offer to Convert those
disclosures are set forth or revise the Offer to Convert to include such disclosures.
Please also revise Item 13 of the Schedule TO to incorporate by reference those
disclosures from the appropriate section of the Offer to Convert.   Note t hat General
Instruction E to  Schedule 13E -3 requires that  negative responses to any disclosure
required  under Item 7 be disclosed  in the statement sent to security holders .

4. We note that paragraphs (a), (b), (c) , (d) and (e) of the  “Schedule 13E -3 Item 8 . Fairness
of the Transaction ” line item incorporate  by reference Section 16 of the Offer to
Convert.   Paragraph (d) also incorporates by reference Section 15  of the Offer to
Convert, and paragraph (f) states “Not applicable.”   Those  section s of the Offer to
Convert do not appear to i nclude the disclosures required by Item 101 4(c), (d ) and (f ) of
Regulation M -A.  Please either advise us as to where in the Offer to Convert those
disclosures are set forth or revise the Offer to Convert to include such disclosures.
Please also revise Ite m 13 of the Schedule TO to incorporate by reference those
disclosures from the appropriate section of the Offer to Convert.  Note t hat General
Instruction E to Schedule 13E -3 requires that  negative responses to any disclosure
required under Item 8  be discl osed in the statement sent to security holders .

5. We note that the “Schedule 13E -3 Item 9. Reports, Opinions, Appraisals and
Negotiations ” line item does not include cross references to any sections of the Offer to
Convert.  Please either advise us as to where in the Offer to Convert the disclosures
required by Item 1015 of Regulation M -A are set forth or revise the Offer to Convert to
include such disclosures.  Note t hat General Instruction E to Schedule 13E -3 requires
that negative responses to any disclosure required under Item 9 be disclosed  in the
statement sent to security holders .

6. Pursuant to Item 15 of Schedule 13E -3, please furnish  the information required by Item
1011(c) of Regulation M -A.  Note t hat General Instruction E to Schedule 13E -3 requires
that negative responses to any disclosure required under Item 15 be disclosed  at least in
the Schedule 13E -3.

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
March 26 , 2021
Page | 3

 Exhibit (a)(1)(A ) – Offer to Convert

General

7. Please revise the Offer to Convert to comply with Rule 13e -3(e)(ii).

8. Please disclose the information required by Rule 13e -3(e)(iv) in the appropriate section
of the Offer to Convert.

9. We note the following statement on page 7 of you r exemptive request letter dated March
17, 2021, available at https://www.sec.gov/divisions/corpfin/cf -noaction/2021/copel -
incoming -letter -031721.pdf : “[T]he Company believes that the Schedule TO adequately
discloses any risks of participating in the Brazi lian Offer.”  Please either identify such
risk disclosure in your response letter or revise the Offer to Convert to include such risk
disclosure.

10. We note the following statement s throughout the Offer to Convert :

 “If the Conversion Offer is completed, all outstanding Preferred ADSs will
represent Units. ”
 “If the Common Conversion Offer is completed, all outstanding Common ADSs
will represent Units. ”
 “The Preferred ADS Deposit Agreement and the Common ADS Deposit
Agreement will each be amended to provi de, effective upon the completion of
the Conversion Offers, for a single A&R Deposit Agreement, and each ADS will
represent one Unit. ”

Please revise or supplement these  statement s to clarify, if true, that Preferred ADSs and
Common ADSs will be converted  into Unit ADSs at the same five -to-one ratio as
Preferred Class B Shares and Common Shares tendered into the Conversion Offer s in
exchange for Units.

11. See the preceding comment.  Given the five -to-one conversion ratio, p lease clarify , in
the appropriate s ection of the Offer to Convert,  the consideration that  holders of
Preferred ADSs and/or Common ADSs will receive  if the number of Preferred Class B
Shares and/or Common Shares represented by such ADSs is not an integral multiple of
five.

Summary Term Shee t, page 1

12. We note the following statement on page 4 and repeated elsewhere in the Offer to
Convert: “ If the Unitization is completed, the Preferred ADSs will become Unit ADSs
and will continue to be listed. ”  This implies a continuity in listing between t he Preferred
ADSs and the Unit ADSs, rather than a delisting of the Preferred ADSs followed by a

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
March 26 , 2021
Page | 4

 new listing of the Unit ADSs.  We note, however, that page 4 of your exemptive request
letter indicates that “[i]f the Conversion Offers are consummated, Unit ADSs will trade
on the NYSE, and Class B ADSs will no longer trade on the NYSE.”  Please advise or
revise your disclosure appropriately.

13. Page 6 discloses certain trading prices of the Preferred Class B Shares on the NYSE .
With a view towards disclosure, please clarify whether the Preferred Class B Shares are
listed on the NYSE, as the last two paragraphs on page 18 indicate that the Preferred
Class B Shares are listed on B3 and only the Preferred ADSs are listed on the NYSE.

Section 2. Procedures for Accepting the Conversion Offer and Converting Preferred Class B
Shares , page 11

14. Given the Conversion Offer’s five -to-one conversion ratio, please clarify whether
Preferred Shareholders must tender a number of Preferred Class B Shares that is an
integral m ultiple of five or if fractional Units will be issued if a Preferred Shareholder
tenders a number of Preferred Class B Shares that is not an integral multiple of five.

15. On page 12, you indicate that your determinations as to “ the form of documents and the
validity, form, eligibility  and acceptance” of tendered Preferred Class B Shares and
Preferred ADSs and your “interpretation of the terms of the Conversion Offer” will be
“final and binding” on all parties.   Please revise these  statement s to remove the
implication that share holders may not challenge your determinations in a court of
competent jurisdiction.   Please also make corresponding revisions the similar statement
on page 13.

Section 4. Condition to Conversion Offer and Effectiveness of Conversion , page 13

16. We note the following statement: “ The Conversion Offer is conditioned on the aggregate
number of Units issuable as a result of the Conversion Offers (taken together) attaining
229,122,878 .”  Please disclose whether the Units represented by Unit AD Ss that are
convertible from Preferred ADSs and Common ADSs at the Expiration Date will be
included in the calculation of “the aggregate number of Units issuable” for purposes of
determining whether the Minimum Participation Condition has been met.

17. Please also revise your disclosure to clarif y the date as of which  satisfaction of the
Minimum Participation Condition will be measured.  Note that all offer conditions other
than conditions related to receipt of regulatory ap provals necessary to consummate the
offer must be satisfied or waived as of the expiration of the offer.

18. You i ndicate  that 229,122,878  Units would represent “ approximately 60% of the total
capital stock, excluding from the denominator all shares owned by the State .”  Please
clarify how this percentage is being calculated.  For example, if the numerator is the
numb er of Preferred Class B Shares and Common Shares represented by such Units and

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
March 26 , 2021
Page | 5

 the denominator is the aggregate number of Preferred Class B Shares and Common
Shares outstanding (including those represented by Units and those not represented by
Units), plea se disclose as much.

19. You indicate that you “ will determine whether all conditions to the Conversion Offer
have been met ” promptly  following the Expiration Date.  Please advise us whether there
are any conditions to the Conversion Offer other than the Minimum Parti cipation
Condition.  If so, please disclose such additional conditions in this section of the Offer to
Convert.

Section 5 . Fees and Expenses, page 13

20. Please provide the disclosure required by Item 1007(c) of Regulation M -A.

Section 6. Issuance of Units,  page 14

21. We note the following statement: “ It will take up to five business days after the
Expiration Date for you to receive the Units to be delivered in connection with the
conversion of your Preferred Class B Shares. ”  Please provide us with your analy sis as
to how the Conversion Offer complies with the prompt payment provision of Rule 14e -
1(c).  In responding to this comment please refer to Release No. 34-43069  (July 24,
2000)  and the text accompanying footnotes  44 and 45.   We also note that page 6 of your
exemptive request letter states that “[h]olders will receive Units and Unit ADSs to be
issued and delivered in connection with the conversion of Class B Preferred Shares and
Preferred ADSs, respectively, no later than thr ee Business Days after expiration of the
Class B Conversion Offer.”

Section 10. Description of Capital Stock, page 21

22. Please revise this section to clarify whether holders of Units will be entitled to the
various rights assigned to the Preferred Class B Shares and Common Shares underlying
their Units that are described in this section.

Section 14. Selected Financial Information, page 37

23. We note that you have  incorporated by reference the financial information required by
Item 1010(a) of Regulation M -A and provided some of the summary information
required by Item 1010(c).  Please provide th e information required by Item 1010(c) (2),
(3) and (5).  See Instructio n 6 to Item 10 of Schedule TO and telephone interpretation
I.H.7 in the July 2001 supplement to o ur “Manual of Publicly Available Telephone
Interpretations” that is available on the Commission’s website at http://www.sec.gov for
additional guidance.

Daniel Pimentel Slaviero
Companhia Paranaense de Energia – Copel
March 26 , 2021
Page | 6

 Section 16. Fairness of the Conversion Offer , page 40

24. The factors listed in Instruction 2 to Item 101 4 of Regulation M -A are generally relevant
to each filing person’s fairness determination and should be discussed in reasonable
detail.  See Question Nos. 20 and 21 of Release No. 34 -17719 (April 13, 1981).  Please
revise this section to either include a discussion of each factor described in Instruction 2
to Item 1014 or explain why each such factor was not deemed material or relevant.

25. Please revise paragraph (i) of this section to clarify how your financial condition and
results of operation supports you r belief that the Conversion Offer is fair to your
unaffiliated holders.  See Instruction 3 to Item 1014 of Regulation M -A.

Section 21. Miscellaneous, page 42

26. We note the following statement : “If, after making such good faith effort, we cannot
comply with any such law, the Conversion Offer will not be made to (nor will elections
to convert Preferred Class B Shares be accepted from or on behalf of) the holders of
Preferred Class B Shares in that jurisdiction. ”  While offer materials need not be
dissemin ated into jurisdictions wh ere such a distribution would be impermissible , please
remove the implication that tendered Preferred Class B Shares  will not be accepted from
all share holders .  See Rule 13e-4(f)(8)(i)  and guidance in Section II.G.1 of Release No .
34-58597 (September 19, 2008).

* * *

 We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and Acquisitions

cc:  Nicolas Grabar , Esq.
Cleary Gottlieb Steen & Hamilton LLP