Henrique Filizzola, Bruno Salzano and Rodrigo Junqueira

Three law firms advise on Copel’s privatization process

Stocche Fobes advised Companhia Paranaense de Energia – Copel in the primary and secondary public offering of its common shares (follow-on), in the amount of, initially, BRL 4.5 billion, which may be increased by the exercise of the over-allotment option to BRL 5.2 billion. By means of the offering, the State of Paraná reduced its interest in the Company’s capital stock and Copel was transformed into a company with dispersed capital and without a controlling shareholder, and thus Copel is no longer subject to the provisions of Federal Law No. 13,303/2016.

Upon completion, Copel will be able to renew the concession of power generation for the set of Hydroelectric Power Plants Governador Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Aminthas de Barros Braga (Segredo), and Governador José Richa (Salto Caxias) for 30 years.

The structuring of the offering involved the negotiation of waivers with several creditors (including BNDES) and the creation of a special class preferred share, with veto power over certain matters and preference in the capital reimbursement in the event of liquidation of the Company’s assets.

The offering consisted in the second largest Brazilian transaction of such nature up to the moment, the third largest offering of the power industry worldwide in 2023 and the first privatization of a Brazilian state-controlled company by means of a public offering of shares.

Tauil & Chequer Advogados in association with Mayer Brown also advised Companhia Paranaense de Energia (Copel). The firm developed the entire legal modeling for the process, conducted the due diligence to assess the minimum price of the shares, as well as advising the State of Paraná as the selling shareholder on certain aspects of the offer, with a combination of financial and legal expertise that was essential to the success of the transaction.

It was the first privatization of a state-owned company to be carried out via a public offering, and the only other company to go through this process (Eletrobras, at federal level) also enjoyed our firm’s support in its modeling.

Stocche Forbes relied on partners Henrique Filizzola (pictured left) Thadeu Bretas, Fabiano Milani, Alessandra Zequi, Ricardo Freoa, Mariana Saragoça, Rafael Passaro and Luis Guilherme Bondioli; associates Deborah Toledo Florencio, Gabriel Ramalho Medeiros, Gabriel Príncipe, Lucas Ponciano, Victor Arantes Neto, Isis Larissa Gonçalves, Tomas Silveira Fernandes, Maurício Bulcão Fernandes Filho, Victoria Diaz da Silva, Frederico Accon, Flávia Persiano Galvão, Julia Ferreira and Bruno Toscani.

Tauil & Chequer team was led by partner Bruno Salzano (pictured center), which was supported by partners Rodolfo Tella, Débora Yanasse, Michel Sancovski, Celso Grisi, Luiz Gustavo Bezerra, Aline Fidelis, Ludmila Braga, Cristiane Manzueto and Fabio Peixinho, counsel Gedham Gomes, and associates Julio Barboza, Aline Brayner, Gabriela Jansen, Natália Minotto, Giampaolo Marzulli, Isabella Fraia, Thiago Garcia, Luiza Uebel, Marcelo Ramos Leite, Isabella Zambo, Rodrigo Leal, Flavia Telles and Nubia Bufarah.

Lefosse advised the underwriters on this transaction and relied on partners Rodrigo Junqueira (pictured right), Jana Araujo and Eduardo Carvalhaes; counsel Luciana Moutinho and associates Karen Coutinho, Isabella Guimarães, Leonardo Gaspar, Gabriel Prétola, Pedro Lisboa and Lucca Margoni.