Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

March 17, 2021

Via Email
Nicolas Grabar
Cleary Gottlieb Steen & Hamilton LLP
ngrabar@cgsh.com

Re: Class B Conversion Offer for Companhia Paranaense de Energia – Copel
Request for Exemptive Relief from Exchange Act Rules 13e-4(f)(8)(i) and 14e-5 

Dear Mr. Grabar:

We are responding to your letter dated March 17, 2021, addressed to Ted Yu, Christina Chalk and Valian Afshar and the accompanying letter from Brazilian counsel. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy. Unless otherwise noted, capitalized terms have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 13e-4(f)(8)(i) and 14e-5. The exemption from Rule 13e-4(f)(8)(i) permits Copel to use a dual offer structure for the Class B Conversion Offer, as described in your letter. The exemption from Rule 14e-5 allows Copel to purchase Class B Preferred Shares in the Brazilian Offer during the pendency of the U.S. Offer. In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Brazilian counsel.

These exemptions are based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transactions may raise.