Energy Co Of Parana SC TO-I, filed Mar 22, 2021

Energy Co Of Parana (ELPC)

SC TO-I 2021-03-22

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Added on October 20, 2026

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Transaction Valuation(1)	Amount of Filing Fee(2)
US$693,655,030.06	US$75,677.77

Amount Previously Paid: N/A	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

Exhibit No	Description
(a)(1)(A)	Offer to Convert dated March 22, 2021.*
(a)(5)(A)	Press Release “Minutes of the Extraordinary General Shareholders’ Meeting of Companhia Paranaense de Energia – Copel, held on March 11, 2021” (English translation) (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Copel, filed on March 12, 2021).
(a)(5)(B)	Press Release “Minutes of the Extraordinary General Shareholders’ Meeting of Companhia Paranaense de Energia – Copel, held on March 11, 2021” (English translation) (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Copel, filed on March 15, 2021).
(a)(5)(C)	Press Release “Corporate Bylaws of Companhia Paranaense de Energia – Copel approved at the Extraordinary General Shareholders’ Meeting, held on March 11, 2021” (English translation) (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Copel, filed on March 15, 2021).

(a)(5)(D)	Press Release “Minutes of the Meeting of the Board of Directors of Companhia Paranaense de Energia – Copel, held on March 17, 2021” (English translation) (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Copel, filed on March 17, 2021).
(a)(5)(E)	Press Release “Companhia Paranaense de Energia – Copel’s Material Fact issued on March 17, 2021 with 1^st Program of Share Conversion and Unit Formation” (English translation) (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Copel, filed on March 18, 2021).
(b)	Not applicable.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

	COMPANHIA PARANAENSE DE ENERGIA – COPEL
	By: /s/ Daniel Pimentel Slaviero
	Name: Daniel Pimentel Slaviero
	Title: Chief Executive Officer
	By: /s/ Adriano Rudek de Moura
	Name: Adriano Rudek de Moura
	Title: Chief Financial Officer and Investor Relations Officer

SUMMARY TERM SHEET	1
THE CONVERSION OFFER	10
Section 1. Terms of the Conversion Offer and Expiration Times and Date	10
Section 2. Procedures for Accepting the Conversion Offer and Converting Preferred Class B Shares	11
Section 3. Withdrawal of Tenders	12
Section 4. Condition to Conversion Offer and Effectiveness of Conversion	13
Section 5. Fees and Expenses	13
Section 6. Issuance of Units	14
Section 7. Material Tax Consequences	14
Section 8. Exchange Controls and Central Bank Registration	16
Section 9. Certain Information About the Preferred Class B Shares and the Common Shares	18
Section 10. Description of Capital Stock	21
Section 11. Material Differences between the Rights of Common Shares and Preferred Class B Shares	26
Section 12. Description of the Unit ADSs	26
Section 13. Certain Information About Copel	34
Section 14. Selected Financial Information	35
Section 15. Background and Purpose of the Conversion Offer and Plans for Copel After the Conversion Offer	37
Section 16. Fairness of the Conversion Offer	38
Section 17. Accounting Treatment of the Conversion Offer	38
Section 18. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Preferred Class B Shares and Preferred ADSs	38
Section 19. Certain Legal and Regulatory Matters	39
Section 20. Incorporation by Reference	39
Section 21. Miscellaneous	40

Who is offering me the opportunity to convert my securities?	The Conversion Offer is being made by Companhia Paranaense de Energia – Copel, a sociedade anônima organized under the laws of the Federative Republic of Brazil. Copel is engaged in the generation, transmission, distribution and sale of electricity, mainly in the Brazilian State of Paraná, pursuant to concessions granted by ANEEL, the Brazilian regulatory agency for the electricity sector. While Copel’s activities are concentrated in the Brazilian State of Paraná, it also operates in ten different Brazilian states through its generation and transmission businesses.
	See “The Conversion Offer—Section 13—Certain Information About Copel.”
Why is Copel making this Conversion Offer?	Copel seeks to improve the liquidity of the trading market for its securities by establishing Units, each consisting of four Preferred Class B Shares and one Common Share. The steps to establish the Units, taken as a whole, are referred to as the “Unitization.” The Unitization includes the Conversion Offer, the Brazilian Conversion Offer and the Common Conversion Offer. In connection with the Unitization, the Preferred ADS Deposit Agreement and the Common ADS Deposit Agreement will each be amended to provide that, effective upon the completion of the Conversion Offers, there will be a single A&R Deposit Agreement, and each ADS will represent one Unit. On March 11, 2021, Copel held a shareholders’ meeting, at which shareholders voted to approve amendments to its bylaws to facilitate the Unitization.
	See “The Conversion Offer—Section 15—Background and Purpose of the Conversion Offer and Plans for Copel After the Conversion Offer.”

What securities are you offering me the opportunity to convert in the Conversion Offer?	We are offering you the opportunity to convert any or all of your Preferred Class B Shares into Units. A holder of Preferred ADSs that wishes to hold Unit ADSs if the Conversion Offer is completed does not need to take any action in connection with the Conversion Offer.
If I hold Preferred ADSs, how can I participate in the Conversion Offer?	You cannot tender Preferred ADSs for conversion. If you hold Preferred ADSs and wish to hold Unit ADSs if the Conversion Offer is completed, you do not need to take any action in connection with the Conversion Offer. Unless you surrender your Preferred ADSs and withdraw the underlying Preferred Class B Shares, if the Unitization is completed, your Preferred ADSs will then represent Units.
If I hold Preferred Class B Shares directly that are registered through CSD, how do I participate in the Conversion Offer?	If you hold Preferred Class B Shares directly pursuant to Resolution No. 4,373 (including Preferred Class B Shares received upon the cancellation of your Preferred ADSs and withdrawal of Preferred Class B Shares underlying your Preferred ADSs from Copel’s Preferred ADS program), then your shares are registered through CSD and you should contact your representative in Brazil (for purposes of Resolution No. 4,373), or your broker or custodian in the absence of such a representative, if you wish to participate in the Conversion Offer.
	If the Preferred Class B Shares you hold are registered through CSD, you may participate in the Conversion Offer by instructing your representative in Brazil (for the purposes of Resolution No. 4,373), or your broker or custodian in the absence of such a representative, to transfer the Preferred Class B Shares that you wish to convert to the Conversion Account, subject to the rules and operating procedures of B3, no later than April 20, 2021, unless the Conversion Offer is extended or earlier terminated. Your instructions to your representative, broker or custodian should indicate the number of Preferred Class B Shares that you wish to convert.
	A beneficial owner of Preferred Class B Shares registered in the name of a broker or other securities intermediary must contact that entity if that beneficial owner desires to participate in the Conversion Offer. See “The Conversion Offer—Section 2— Procedures for Accepting the Conversion Offer and Converting Preferred Class B Shares.”
Are there any conditions to the Conversion Offer?	Yes. 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 (the “Minimum Participation Condition”). That represents approximately 60% of the total capital stock, excluding from the denominator all shares owned by the State. The Minimum Participation Condition cannot be waived. If it is met, all Preferred Class B Shares that are tendered for conversion and not withdrawn prior to the Expiration Date will be converted into Units in accordance with the terms described herein. If it is not met, the Conversion Offer will not be completed.
	As promptly as possible following the Expiration Date, we will determine whether all conditions to the Conversion Offer have been met and will publish a notice either (1) that all Preferred Class B Shares the holders of which have elected to convert their Preferred Class B Shares (and not withdrawn such election), including Preferred Class B Shares then represented by Preferred ADSs, have been accepted for conversion, or (2) that the condition to the Conversion Offer has not been met and all tendered Preferred Class B Shares will be returned to their respective holders. We expect to publish this notice promptly after the Expiration Date.

	See “The Conversion Offer—Section 4—Condition to Conversion Offer and Effectiveness of Conversion.”
Is the Conversion Offer being made to all holders of Preferred Class B Shares?	Yes, the Conversion Offer is open to all holders of Preferred Class B Shares. A separate notice in Portuguese has been made available concurrently in Brazil for holders of Preferred Class B Shares.
Will the Units be listed on the NYSE?	If the Unitization is completed, the Unit ADSs will be listed on the NYSE.
If I decide not to convert my Preferred Class B Shares, how will consummation of the Conversion Offer affect my Preferred Class B Shares?	If you decide not to convert your Preferred Class B Shares in the Conversion Offer, you will continue to hold the Preferred Class B Shares. If you do not wish the Preferred Class B Shares underlying your Preferred ADSs to be converted into Units, you must surrender your Preferred ADSs to the ADS Depositary and arrange to receive delivery of the underlying Preferred Class B Shares in Brazil not later than April 19, 2021. The conversion will substantially reduce the number of Preferred Class B Shares that are publicly traded and may reduce the number of holders of Preferred Class B Shares. Such reductions in the numbers of publicly traded Preferred Class B Shares and in the numbers of holders thereof would likely adversely affect the liquidity, marketability and market value of the Preferred Class B Shares.
Will the Preferred ADSs be delisted from the NYSE?	If the Unitization is completed, the Preferred ADSs will become Unit ADSs and will continue to be listed. We expect that Unit ADS will be our only equity securities trading on the NYSE following the completion of the Conversion Offer.
Will the SEC registration of the Preferred Class B Shares be terminated?	No, we do not currently plan to terminate the registration of the Preferred Class B Shares underlying the Units with the U.S. Securities and Exchange Commission (the “SEC”). If the Unitization is completed, we will also register the Common Shares underlying the Units with the SEC. Although we do not have any plan for terminating the registration of the Preferred Class B Shares or Common Shares underlying the Units with the SEC, we may propose further transactions for that purpose in the future.
Will Copel be delisted or deregistered in Brazil following the completion of the Conversion Offer?	No. This Conversion Offer does not have the purpose of delisting us as a publicly traded company with the Brazilian Securities Commission (Comissão de Valores Mobiliários) (the “CVM”) and we will continue to be a publicly traded company following completion of the Conversion Offer.
May I withdraw my election to convert my Preferred Class B Shares, and how do I do so?	Yes. For a withdrawal of Preferred Class B Shares to be effective, you must instruct your representative in Brazil (for the purposes of Resolution No. 4,373), or your broker or custodian in the absence of such a representative, to withdraw your Preferred Class B Shares from the Conversion Account, and your representative in Brazil, broker or custodian must withdraw your Preferred Class B Shares from the Conversion Account, subject to the rules and operating procedures of B3, no later than no later than 5:00 p.m., New York City time (6:00 p.m., São Paulo time) on April 20, 2021.

	In accordance with Rule 13e-4(f)(2)(ii) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, if the Preferred Class B Shares have not been accepted for conversion by May 19, 2021, holders of Preferred Class B Shares that have elected to convert Preferred Class B Shares, may withdraw such elections. If you withdraw your election to convert under those circumstances, your withdrawal is made in compliance with the procedures set forth in this Section 3. Copel does not expect to extend the Conversion Offer.
	See “The Conversion Offer—Section 3—Withdrawal of Tenders.”
How will my rights as a shareholder of Copel change if I accept the Conversion Offer?	If your Preferred Class B Shares are converted into Units, you will hold voting securities of our company, entitled to vote at all meetings of our shareholders, including with respect to the election of members of the Board of Directors. However, the Units that you receive will not be entitled to the preferential allocation of a portion of our mandatory dividend that accrues to holders of Preferred Class B Shares. See “The Conversion Offer—Section 11— Material Differences between the Rights of Common Shares and Preferred Class B Shares.”
Does Copel have any recommendation concerning the Conversion Offer?	Neither we nor our Board of Directors or board of executive officers make any recommendation to you as to whether to convert your Preferred Class B Shares in the Conversion Offer. We are a Brazilian company and Brazilian law governs the duties and obligations of our Board of Directors and board of executive officers. Brazilian law does not impose any fiduciary or other duty or obligation on us or our Board of Directors or board of executive officers to make any recommendation to you as to whether to convert your Preferred Class B Shares in the Conversion Offer.
If I have elected to convert my Preferred Class B Shares, may I still trade my Preferred Class B Shares before the Expiration Date?	No, once you have elected to convert your Preferred Class B Shares, those Preferred Class B Shares may not be traded unless either (1) you withdraw them as described above, or (2) they are not accepted for conversion and are returned to you. If the Preferred Class B Shares are accepted for conversion, they may not be traded during the up to two business day period after the Expiration Date for the Units to be delivered in connection with the conversion of Preferred Class B Shares.^,
Can the Conversion Offer be extended and under what circumstances?	Copel does not expect to extend the Conversion Offer. The Conversion Offer, as approved by the shareholders of Copel, does not contemplate any extension. An extension would require submission of a new proposal and additional approvals by Copel’s Board of Directors and shareholders. During any extension of the Conversion Offer, all Preferred Class B Shares and Preferred ADSs which have previously elected to convert and have not been withdrawn will remain subject to the terms of the Conversion Offer, including the right of a participating holder to withdraw its Preferred Class B Shares from the Conversion Offer. See “The Conversion Offer—Section 2—Procedures for Accepting the Conversion Offer and Converting Preferred Class B Shares.”
How will I be notified if the Conversion Offer is extended?	If the period of time during which the Conversion Offer is open is extended, delaying the conversion of the participating Preferred Class B Shares, we will make a public announcement of such extension no later than 10:00 a.m., São Paulo time (9:00 a.m. New York City time), on the next business day after the previously scheduled Expiration Date. Copel does not expect to extend the Conversion Offer.
When will the Units into which my Preferred Class B Shares are exchanged be delivered?	If we determine that all conditions to the conversion have been met, we will deliver the Units into which your Preferred Class B Shares have been converted as promptly as practicable following this confirmation.

	It will take up to two 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.
If I hold Preferred ADSs, when will Unit ADSs be delivered if the Unitization is completed?	If the Unitization is completed, Preferred ADSs will become Unit ADSs without any action on the part of the holder.
If I hold Preferred Class B Shares, will I have to pay any fees, commissions, stock transfer taxes or other taxes in connection with the conversion of my Preferred Class B Shares?	No.
Will I have to pay brokerage commissions if I elect to convert my Preferred Class B Shares?	Each holder of Preferred Class B Shares and Preferred ADSs should consult its broker or other securities intermediary to determine what fees or commissions apply.
What is the market value of the Preferred Class B Shares and Preferred ADSs as of a recent date?	On March 19, 2021, the last reported sale price of Preferred Class B Shares on the NYSE was US$1.310. On March 11, 2021, the last full trading day before we announced the proposal, the closing price of Preferred Class B Shares on the NYSE was US $1.107. Between March 11, 2021 and March 19, 2021, the closing price of the Preferred Class B Shares ranged between US $1.107 and US $1.310. On March 19, 2021, the last reported sale price of Preferred Class B Shares on B3 was R$6.999. On March 11, 2021, the last full trading day before we announced the proposal, the closing price of Preferred Class B Shares on B3 was R$6.136. Between March 11, 2021 and March 19, 2021, the closing price of the Preferred Class B Shares ranged between R$6.136 and R$6.999.
	On March 19, 2021, the last reported sale price of Preferred ADSs on the NYSE was US$1.310. On March 11, 2021, the last full trading day before we announced the proposal, the closing price of Preferred ADSs on the NYSE was US$1.107. Between March 11, 2021 and March 19, 2021, the closing price of the Preferred ADSs ranged between US$1.107 and US$1.310.
	You should obtain current market quotations for Preferred Class B Shares or Preferred ADSs, in deciding whether to convert your Preferred Class B Shares or your Preferred ADSs.

What are the Brazilian tax consequences if I convert my Preferred Class B Shares?	There is no specific provision in Brazilian legislation, and we are not aware of any court decision as to the tax consequences of the conversion of shares. We believe that the conversion of the Preferred Class B Shares into Units should not be characterized as a sale or any other form of disposition of shares, so the conversion of the Preferred Class B Shares into Units should not trigger income tax consequences in Brazil to a holder not deemed to be domiciled in Brazil for tax purposes, or a Non-Brazilian Holder. Accordingly, to the extent that Copel or its agents are required to take any position on the Brazilian tax consequences of the conversion of shares to holders, Copel generally intends to take the position that no Brazilian withholding income tax is required. However, a Non-Brazilian Holder of Preferred Class B Shares that is not a 4,373 Holder may be subject to income tax due on the capital gains, at a progressive rate ranging from 15% to 22.5%, depending on the amount of the capital gains. In any case, Non-Brazilian Holders should consult their own tax advisors in order to confirm such treatment. See “The Conversion Offer—Section 7—Material Tax Consequences— Material Brazilian Tax Consequences.”
What are the material U.S. federal income tax consequences if I convert my Preferred Class B Shares?	For U.S. federal income tax purposes, generally you will not recognize any gain or loss as a result of the conversion of your Preferred Class B Shares solely into Units. See “The Conversion Offer—Section 7—Material Tax Consequences— Certain United States Federal Income Tax Consequences.”
What is the accounting treatment of the conversion?	The Conversion Offers will have no effect on our balance sheet, our income statement or our earnings per share.
What are the U.S. federal income tax consequences if my Preferred ADSs are converted to Unit ADSs?	The Conversion Offer will generally be treated for U.S. federal income tax purposes as a tax-free reorganization and/or as a tax-free exchange. See “The Conversion Offer—Section 7—Material Tax Consequences.”
Who may I talk to if I have questions about the Conversion Offer?	You may contact Copel at ri@copel.com for information regarding the Offer to Convert or the Conversion Offer.

	Closing Price per Preferred Class B Share on B3		Closing Price per Preferred Class B Share on NYSE
	High	Low	High	Low
	(in reais)		(in U.S. dollars)
2019	6.99	3.02	0.83	0.70
First Quarter	3.95	3.02	0.98	0.70
Second Quarter	4.90	3.57	1.31	0.72
Third Quarter	5.42	4.72	1.37	1.18
Fourth Quarter	6.99	4.91	1.70	1.18
2020	7.79	4.35	8.33	7.03
First Quarter	7.79	4.35	8.33	7.03
Second Quarter	6.80	4.85	7.88	0.93
Third Quarter	6.73	5.87	1.30	1.08
Fourth Quarter	7.49	6.16	1.47	1.08
2021
First Quarter	7.49	5.86	1.43	1.04
January	7.49	6.37	1.43	1.18
February	6.79	5.86	1.27	1.06
March⁽¹⁾	6.98	5.90	1.29	1.04

	Closing Price per Common Share on B3		Closing Price per Common Share on NYSE
	High	Low	High	Low
	(in reais)		(in U.S. dollars)
2019	6.98	2.93	1.71	0.77
First Quarter	3.51	2.93	0.90	0.77
Second Quarter	4.69	3.05	1.20	3.05
Third Quarter	5.79	4.56	1.38	4.56
Fourth Quarter	6.98	4.94	1.71	4.94
2020	8.56	4.70	1.88	4.70
First Quarter	8.56	4.70	1.88	4.70
Second Quarter	6.38	5.03	1.25	5.03
Third Quarter	6.69	5.75	1.22	5.75
Fourth Quarter	7.00	5.49	1.39	5.49
2021	7.00	-	2.28	-
First Quarter	7.00	5.73	2.28	1.02
January	7.00	6.12	1.39	1.33
February	6.49	5.75	1.33	1.04
March⁽¹⁾	6.67	5.73	2.28	1.02

	Closing Price per Preferred ADS on the NYSE
	High	Low
	(in U.S. dollars)
2019
First Quarter	10.42	8.21
Second Quarter	13.07	9.19
Third Quarter	13.68	11.76
Fourth Quarter	17.03	11.83
2020
First Quarter	17.96	8.38
Second Quarter	14.03	9.25
Third Quarter	12.95	10.76
Fourth Quarter	14.66	10.80
2021
First Quarter⁽¹⁾	13.96	10.37

Year	Payment date	Distribution (R$ thousands)	Payment per thousand shares (R$)
			Common	Preferred A	Preferred B
2014	June 2015	622,523	2.17236	2.52507	2.39000
2015	June 2016	326,795	1.13716	2.52507	1.25473
2016	June 2017	282,947	0.98539	2.89050	1.08410
2016	December 2017	223,266	0.77927	-	0.85932
2017	August 2018	266,000	0.92624	2.89050	1.01887
2017	August 2018	23,401	0.08177	-	0.08996
2018	December 2018	280,000	0.97515	2.89050	1.07270
2018	April 2019	98.54	0.34435	-	0.37881
2019	December 2019	643,000	2.24235	3.94657	2.46692

Year	Payment date	Distribution (US$ thousands)	Payment per thousand shares (US$)
			Common	Preferred A	Preferred B
2014	June 2015	234,366	0.81785	0.95063	0.89978
2015	June 2016	83,691	0.29122	0.64666	0.32133
2016	June 2017	86,818	0.30235	0.88690	0.33264
2016	December 2017	68,505	0.23911	-	0.26367
2017	August 2018	81,618	0.29237	0.91241	0.32161
2017	August 2018	7,387	0.02581	-	0.02840
2018	December 2018	72,262	0.25166	0.74597	0.27684
2018	April 2019	25,431	0,08887	-	0.09776
2019	December 2019	159,526	0.55632	0.97913	0.61203

	Preferred Class B Shares	Common Shares
Voting Rights	Acquire right to vote if, during three consecutive fiscal years, we fail to pay a fixed or minimum dividend to which the Preferred Class B Shares are entitled.	Right to one vote per share, regardless of the topic.
Dividends	Priority in receiving minimum dividend per share equal to (i) the mandatory dividend divided by (ii) the total number of Preferred Class B Shares outstanding at the end of the fiscal year in respect of which the dividends have been declared. Right to a dividend per share at least 10% higher than the dividend payable per share to holders of Common Shares.	N/A
	At least 25% of annual net profits, adjusted in accordance with applicable law, will be reserved for the payment of dividends.
Mandatory Tender	None.	None.

Persons depositing or withdrawing Units or Unit ADS holders must pay:	For:
$5.00 (or less) per 100 Unit ADSs (or portion of 100 Unit ADSs)	Issuance of Unit ADSs, including issuances resulting from a distribution of Units or rights or other property Cancellation of Unit ADSs for the purpose of withdrawal, including if the A&R Deposit Agreement terminates
$0.05 (or less) per Unit ADS	Any cash distribution to Unit ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been Units and the Units had been deposited for issuance of Unit ADSs	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the ADS Depositary to Unit ADS holders
$0.05 (or less) per Unit ADS per calendar year	Depositary services
Registration or transfer fees	Transfer and registration of Units on our Unit register to or from the name of the ADS Depositary or its agent when you deposit or withdraw Units
Expenses of the ADS Depositary	Cable (including SWIFT) and facsimile transmissions (when expressly provided in the A&R Deposit Agreement) Converting foreign currency to U.S. dollars
Taxes and other governmental charges the ADS Depositary or the custodian has to pay on any Unit ADSs or Units underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the ADS Depositary or its agents for servicing the deposited securities	As necessary

	For the Nine-Month Period Ended September 30,		For the Year Ended December 31,
	2019	2020	2018	2019
	(R$ million)
Statement of income data⁽¹⁾:
Operating revenues	11,545	12,978	14,935	16,244
Cost of sales and services provided	(8,218)	(8,897)	(11,502)	(11,760)
Gross profit	3,327	4,081	3,433	4,484
Operational expenses/income	(787)	(868)	(1,039)	(1,293)
Profit before financial results and taxes	2,540	3,213	2,394	3,191
Financial results	(334)	868	(438)	(488)
Profit before income tax and social contribution	2,206	4,081	1,956	2,702
Income tax and social contribution on profit	(691)	(1,335)	(512)	(639)
Net income for the year from continuing operations	1,515	2,746	1,444	2,063
Net income for the year from discontinued operations	(48)	40	0	0
Net income for the year	1,467	2,786	0	0
Statement of financial position data:
Current assets	6,748	10,098	6,678	7,909
Recoverable rate deficit (CRC)⁽¹⁾	1,360	1,363	1,445	1,350
Non-current assets	10,431	16,228	10,014	10,863
Property, plant and equipment, net	10,765	9,434	10,841	10,592

Total assets	36,725	45,030	35,930	38,313
Loans and financing and debentures (current)	1,662	2,050	3,298	1,420
Current liabilities	4,869	7,225	6,695	5,346
Loans and financing and debentures (non-current)	9,276	8,260	8,268	10,152
Non-current liabilities	14,063	17,475	12,899	15,368
Equity	17,794	20,329	16,336	17,598
Attributable to controlling shareholders	17,452	20,057	16,033	17,252
Attributable to non-controlling interest	342	272	303	346
Share capital	10,800	10,800	7,910	10,800

	(i)		Our financial condition and results of operations, including our earnings per share and capital levels for the year ended December 31, 2019 and the nine-month period ended September 30, 2020.
	(ii)		The fact that the Conversion Offer will not result in a change in the number of shares owned by any shareholder or a material change in the rights of any shareholder. The consideration is an equal number of shares. For every five Preferred Class B Shares, the formation of a Unit by replacing one Preferred Class B Share by a Common Share will result in a slight improvement in voting rights and a slight reduction in minimum dividend entitlement.
	(iii)		The fact that the Minimum Participation Condition ensures that the Units will be the principal publicly traded class of securities following the Conversion Offers. We expect the trading market for the Units to be broader and deeper than for Preferred Class B Shares today, when the trading market for our equity securities is adversely affected by having multiple classes trading, including limited liquidity and trading volume in each class.