Amended Tender Offer/rights Offering Notification (cb/a)
15 Noviembre 2017 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB/A
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(Amendment No. 6)
Please place an X
in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
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Securities Act Rule 801 (Rights Offering)
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☐
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Securities Act Rule 802 (Exchange Offer)
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☐
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Exchange Act Rule
13e-4(h)(8)
(Issuer Tender
Offer)
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☐
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Exchange Act Rule
14d-1(c)
(Third Party Tender
Offer)
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☒
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Exchange Act Rule
14e-2(d)
(Subject Company
Response)
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☐
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Filed or submitted in paper if permitted by Regulation
S-T
Rule 101(b)(8)
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☐
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Note: Regulation
S-T
Rule 101(b)(8) only permits the filing or submission of a Form CB
in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
CPFL Energia
S.A.
(Name of Subject Company)
CPFL Energy
Incorporated
(Translation of Subject Companys Name into English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Companys Incorporation or Organization)
State Grid Brazil Power Participações S.A.
(Name of Person(s) Furnishing Form)
Common Shares
(Title of
Class of Subject Securities)
Not Applicable
(CUSIP Number of Class of Securities (if applicable))
Wang Xinglei
State Grid
International Development Limited
No. 88 West Changan Street, Xicheng District
Beijing, 100031
China
Telephone: +86 10 6061 6621
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
Copies to:
Sergio Galvis; Werner Ahlers
Sullivan & Cromwell LLP
125 Broad Street
New
York, NY 10004
Telephone: +212 558 4000
October 31, 2017
(Date Tender Offer/Rights Offering Commenced)
2
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
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(a)
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The following disclosure documents have been published in Brazil and are attached as exhibits to this Form CB:
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(i)
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First Draft of the Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on February 22, 2017 (free translation into
English).*
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(ii)
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Second Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on July 12, 2017 (free translation into English).*
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(iii)
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Third Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on August 24, 2017 (free translation into English).*
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(iv)
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Fourth Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on September 25, 2017 (free translation into English).*
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(v)
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Fifth Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on October 24, 2017 (free translation into English).*
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(vi)
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Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission and published in the
Valor Econômico
newspaper on
October 31, 2017 (free translation into English).*
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(vii)
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Material Fact filed by CPFL Energia S.A. with the Brazilian securities commission on October 31, 2017 (free translation into English).*
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(viii)
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Summary advertisement published in the Wall Street Journal on October 31, 2017, relating to the Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A.*
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(ix)
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Board of Directors Opinion filed by CPFL Energia S.A. with the Brazilian securities commission on November 14, 2017 (free translation into English).
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*Previously furnished to the Securities and Exchange Commission by State Grid Brazil Power
Participações S.A. on Form CB.
Item 2. Informational Legends
Not applicable.
PART II -
INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
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PART III - CONSENT TO SERVICE OF PROCESS
State Grid Brazil Power Participações S.A. filed a written irrevocable consent and power of attorney on Form
F-X
with the Securities and Exchange Commission on February 23, 2017.
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PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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State Grid Brazil Power Participações S.A.
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/s/ Chen Daobiao
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Name: Chen Daobiao
Title: Chief Executive Officer
(Name and Title)
November 15, 2017
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Exhibit Index
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Exhibit No.
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Description
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1(a)(i)
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First Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on February 22, 2017 (free translation into English)*
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1(a)(ii)
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Second Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on July 12, 2017 (free translation into English).*
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1(a)(iii)
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Third Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on August 24, 2017 (free translation into English).*
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1(a)(iv)
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Fourth Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on September 25, 2017 (free translation into English).*
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1(a)(v)
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Fifth Draft of Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission on October 24, 2017 (free translation into English).*
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1(a)(vi)
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Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A., filed with the Brazilian securities commission and published in the Valor Econômico newspaper on October 31, 2017 (free
translation into English).*
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1(a)(vii)
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Material Fact filed by CPFL Energia S.A. with the Brazilian securities commission on October 31, 2017 (free translation into English).*
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1(a)(viii)
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Summary advertisement published in the Wall Street Journal on October 31, 2017, relating to the Notice of Public Tender Offer for the Acquisition of Common Shares Issued by CPFL Energia S.A.*
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1(a)(ix)
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Board of Directors Opinion filed by CPFL Energia S.A. with the Brazilian securities commission on November 14, 2017 (free translation into English).
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*Previously furnished to the Securities and Exchange Commission by State Grid Brazil Power Participações S.A. on
Form CB.
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