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April 8, 2021
Valian A. Afshar
Special Counsel Office of Mergers and Acquisitions   Securities and Exchange Commission  Station Place  100 F Street, N.E.  Washington, D.C. 20549
Re: Companhia Paranaense de Energia – Copel
 Schedule TO-I
 Filed on March 22, 2021
 File No. 005-52511

Dear Mr. Afshar:
  On behalf of our client Companhia Paranaense de Energia – Copel (“Cope l” or
the “ Company ”), we are providing the Company’s responses to the comments raised by
the staff of the Securities and Exchange Commission (the “Staff ”) in its comment letter
dated March 26, 2021 regarding Copel’s combined Schedule TO-I and Schedule 13E-3,
initially filed on March 22, 2021 ( as amended, the “ Combined Schedule”) . The
Combined Schedule relates to an offer by th e Company to the holders of preferred class
B shares of Copel, no par value (the “ Preferred Class B Shares ”), including Preferred
Class B Shares represented by American Depositary Shares (the “ Preferred ADSs ”), to
convert five Preferred Class B Shares into one unit, consisting of four Preferred Class B Shares and one common share of Copel (the “ Units ”) (the “ Conversion Offer ”).
  Copel’s  responses set forth in this letter are numbered to correspond to the
numbered comments in the letter dated March 26, 2021. For ease of reference, we have set forth the Staff’s comments and Copel’s response for each item below.

2 Concurrently with the delivery of this letter, Copel is filing an amendment
(“Amendment No. 1 ”) to its Combined Schedule, containing a revised Offer to Convert
(the “ Revised Offer to Convert”) as Exhibit (a)(1)(A). The Revised Offer to Convert
contains the revisions described in this lett er. For your convenience, we are sending you
by email, together with this letter, a courtesy copy of Amendment No. 1 and the Revised
Offer to Convert marked to show changes from the prior filing.
 Capitalized terms used but not defined herein have the meanings given to them in
the Revised Offer to Convert. All page references in the following responses correspond to the page numbers in the Revised Offer to Convert, unless otherwise indicated.

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 pursuant to General Instruction J, both schedules must be identified in the cover page of the co mbined 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 accord ingly, as both the filing’s cover
page and EDGAR tag currently only reflect a Schedule TO.
The cover page of Amendment No. 1 has been revised to identify it as both a
Schedule TO and a Schedule 13E-3, and Amendment No. 1 has been filed with an EDGAR filing tag identifying both Schedules.

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  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 the controlling
requirement to identify the information so incorporated as an entry on the exhibit list. Accordingly, please revise the exhibit list.

In response to the Staff’s comment, Copel has amended the “Schedule TO Item
10. Financial Statements ” line item in Amendment No.1 to expressly incorporate
by reference the Annual Report on Form 20-F of Copel for the year ended
December 31, 2019 and the Form 6-K of Copel furnished to the SEC on December 9, 2020, and has amended the exhibit list under the “Schedule TO Item
12. Exhibits” line item accordingly.

3 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 disclosure s. Please also revise Item 13 of the
Schedule TO to incorporate by refer ence those disclosures from the
appropriate section of the Offer to Conv ert. Note that 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.
In response to the Staff’s comment, Copel has amended the “Schedule 13E -3 Item
  7. Purposes, Alternatives, Reasons and Effects” line item in Amendment No. 1 to
incorporate by reference the new section entitled “Special Factors— Section 1 —
Background and Purpose of the Conversion Of fer and Plans for Copel After the
Conversion Offer.”

Copel has also amended the first para graph under the new section entitled
“Special Factors —Section 1—Background and Purpose of the Conversion Offer
and Plans for Copel After the Conversion Offer” on page 14 of the Revised Offer
to Convert to include the disclosures required by Item 1013(b), (c) and (d) of
Regulation M-A.

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 Sectio n 16
of the Offer to Convert. Paragraph (d) also incorporates by reference Section
15 of the Offer to Convert, and paragra ph (f) states “Not applicable.” Those
sections of the Offer to Convert do not appear to include the disclosures required by Item 1014(c), (d) and (f) of Re gulation 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 re ference those disclosures from the
appropriate section of the Offer to Co nvert. Note that General Instruction E
to Schedule 13E-3 requires that negative responses to any disclosure required
under Item 8 be disclosed in the statement sent to security holders.
Copel has amended paragraph (f) under the line item “ Schedule 13E-3 Item 8.
Fairness of the Transaction ” in Amendment No. 1 to incorporate by reference the
new section entitled “Special Factors— Section 2 —Fairness of the Conversion
Offer”  of the Revised Offer to Convert.

Copel has amended the final paragra phs under the new section entitled “Special
Factors —Section 2 —Fairness of the Conversion Offer” on page 17 of the Revised

4 Offer to Convert to include the disclosures required by Item 1014(c), (d) and (f)
of Regulation M-A.

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 that 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.
Copel has included disclosures required by Item 1015 of Regulation M-A in a
new section entitled “ Special Factors —Section 3 —Reports, Opinions, Appraisals
and Negotiations ” to the Revised Offer to Convert, and has revised line item
“Schedule 13E -3 Item 9. Reports, Opinions, Appraisals and Negotiations” in
Amendment No. 1 to include cross references to this new section.

6. Pursuant to Item 15 of Schedule 13E-3, please furnish the information
required by Item 1011(c) of Regulation M-A. Note that 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.
In response to the Staff’s comment, Copel has added a “Schedule 13E-3 Item 15.
Additional Information ” line item to Amendment No. 1 .

Exhibit (a)(1)(A) – Offer to Convert

General

7. Please revise the Offer to Convert to comply with Rule 13e-3(e)(ii).
Copel has amended the Offer to Convert to include a “Special Factors” section in
the Revised 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.
Copel has amended the seventh paragraph under the “Introduction” section on
page 13 of the Revised Offer to Convert to disclose the information required by
Rule 13e-3(e)(iv).

9. We note the following statement on p age 7 of your 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 disclose s any risks of participating in the

5 Brazilian Offer.” Please either identify such risk disclosure in your response
letter or revise the Offer to Convert to include such risk disclosure.

Copel has amended the fourth full paragraph of the page 2 of the Revised Offer to
Convert to include the risk disclosure refe renced in the exemptive request letter.

10. We note the following statements throughout the Offer to Convert:

x “If the Conversion Offer is completed, all outstanding Preferred ADSs
will represent Units.”
x “If the Common Conversion Offer is completed, all outstanding Common ADSs will represent Units.”
x “The Preferred ADS Deposit Agreement and the Common ADS
Deposit Agreement will each be amended to provide, 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 statements to clarify, if true, that Preferred ADSs and Common ADSs will be convert ed into Unit ADSs at the same five-
to-one ratio as Preferred Class B Sh ares and Common Shares tendered into
the Conversion Offers in exchange for Units.

In response to the Staff’s comment, Copel has supplemented the statements above
throughout the Revised Offer to Convert to clarify that five Preferred ADSs or Common ADSs will become one Unit ADS.

11. See the preceding comment. Given the five-to-one conversion ratio, please
clarify, in the appropriate section 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 inte gral multiple of five.

In response to the Staff’s comment, Copel has clarified in (i) the final paragraph
on page 2 of the Revised Offer to Convert, (ii) the paragraph entitled “Conversion
of Preferred ADSs” of the “Summary Term Sheet”  on page 5 of the Revised Offer
to Convert, and (iii) th e first paragraph under the “Holders of Preferred ADSs”
heading of the “Conversion Offer—Section 2 —Procedures for Accepting the
Conversion Offer and Converting Preferred Class B Shares ” section beginning on
page 21 of the Revised Offer to Convert that the ADS Depositary will sell any
excess Preferred Class B Shares or Common Shares necessary to reduce such
Preferred Class B Shares or Common Shares to an integral multiple of five and distribute the cash proceeds resulting from that sale to each applicable holder of Preferred Class B Shares or Common Shares.

Summary Term Sheet, page 1 of the Offer to Convert

6 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 the Pr eferred ADSs and the Unit ADSs, rather than a
delisting of the Preferred ADSs followed by a 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 tra de on the
NYSE, and Class B ADSs will no longer trade on the NYSE.” Please advise or revise your disclosure appropriately.
Copel has amended (i) the response to the question “Will the Preferred ADSs be
delisted from the NYSE ” in the “Summary Term Sheet” on page 8 of the Revised
Offer to Convert, (ii) the sixth paragraph under the Introduction on page 12 of the
Revised Offer to Convert, (iii) the first full paragraph on page 29 of the Revised
Offer to Convert under “Conversion Offer— Section 8 —Certain Information
About the Preferred Class B Shares and the Common Shares” , and (iv) the first
paragraph following the “Plans for Copel Immediately After the Conversion
Offer” heading under the new section entitled “Special Factors— Section 1 —
Background and Purpose of the Conversion Offer and Plans for Copel After the
Conversion Offer” of the Revised Offer to Convert to clarify that, if the
Conversion Offers are consummated, Unit ADSs will trade on the NYSE, and Copel expects that Unit ADSs will be its only equity securities trading on the NYSE following the completion of the Conversion Offer and that Preferred ADSs will no longer trade on the NYSE.

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 Sha res are listed on B3 and only the
Preferred ADSs are li sted on the NYSE.

The Preferred Class B Shares are not listed on the NYSE. In the Revised Offer to
Convert, Copel has removed the first paragraph of the response to the question “What i s the market value of the Preferred Class B Shares and Preferred ADSs as
of a recent date ” (which provided trading prices for Preferred Class B Shares
translated into dollars).
 Section 2. Procedures for Accepting the Conversion Offer and Converting Preferred
Class B Shares, page 4 of the Offer to Convert

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 multiple 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.

7 Copel has amended the first paragraph under “Conversion Offer— Section 2 —
Procedures for Accepting th e Conversion Offer and Converting Preferred Class B
Shares”  on page 21 of the Revised Offer to Convert to clarify that any Preferred
Shareholder that wishes to elect to convert its Preferred Class B Shares into Units
in the Conversion Offer must tender a number of Preferred Class B Shares that is an integral multiple of five.

15. On page 12, you indicate that yo ur 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 par ties.
Please revise these statements to rem ove the implication that shareholders
may not challenge your determinations in  a court of competent jurisdiction.
Please also make corresponding revisions the similar statement on page 13.
In response to the Staff’s comment, each time language in the Offer to Convert
appears concerning the final and binding nature of Copel’s determinations as to
“the form  of documents and the validity, form, eligibility and acceptance” of
tendered Preferred Class B Shares and Preferred ADSs and “interpretation of the
terms of th