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Subsequent events | 12 Months Ended
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Dec. 31, 2022
Subsequent Events |
Subsequent events |
40. | Subsequent events
| 40.1 | Acquisition of Aventura and Santa Rosa & Mundo Novo Wind Complexes
On January 30, 2023, Copel GeT completed the acquisition of 100% of the shares of companies belonging to the Aventura and Santa Rosa & Mundo Novo Wind Complexes shown in the table below, with payment of R$1,005,173 to the seller, EDP Renováveis Brasil S.A. At the transaction closing date, the shares were transferred to Copel GeT, and the appointment and investiture new managers of the Companies were approved.
Schedule of acquisition of Aventura and Santa Rosa & Mundo Novo Wind Complexes |
Santa Rosa & Mundo Novo Wind Complex | Aventura Wind Complex
SRMN Holding S.A. | Aventura Holding S.A.
Central Eólica SRMN I S.A. | Central Eólica Aventura II S.A.
Central Eólica SRMN II S.A. | Central Eólica Aventura III S.A.
Central Eólica SRMN III S.A. | Central Eólica Aventura IV S.A.
Central Eólica SRMN IV S.A. | Central Eólica Aventura V S.A.
Central Eólica SRMN V S.A. |
The acquisition is in line with the sustainable growth strategy in renewable energy, expanding the generation matrix diversification in line with the Company’s Strategic Planning and Investment Policy. The transaction includes the Locked box mechanism, in which all cash generated from January 1, 2022 to the closing date will remain in the cash of the acquired Companies. Transaction closing was subject to the satisfaction of certain conditions precedent, which were fully complied with by January 30, 2023, including: obtaining approval from the Brazilian Antitrust Enforcement Agency (CADE), declarations and guarantees, compliance with covenants and obligations, third-party consent, absence of material adverse effect. It is also important to highlight the need for unconditional and unrestricted consent from counterparties to change the control of the acquired Companies, including regarding credit limits for maintenance of financing agreements by the Companies, in accordance with National Monetary Council (CMN) Resolution No. 4995, of March 24, 2022, a condition that was only fulfilled in January 2023. The complexes are located in the state of Rio Grande do Norte, the largest wind energy hub in the country, and have a 260.4 MW installed capacity, with 157.8 MWm of assured energy. The companies have long-term financing (maturities up to 2043) taken out from Banco do Nordeste - BNB, at IPCA rates + 2.19% p.a. (Aventura Complex) and IPCA + 1.98% p.a. (Santa Rosa & Mundo Novo Complex). The seller is developing projects in the vicinity of the Aventura Complex wind farms which, during construction and/or operation, may potentially affect the volume of electricity generated by the wind farms (wake effect) in the future. The seller estimates that these undertakings may start up operations as of January 2027. If the wake effect materializes so that the acquired wind farms generate energy below what was agreed between the parties, the seller will have the obligation to indemnify Copel. Otherwise, if the energy generation is greater, Copel must indemnify the seller. The amount of this indemnification is limited to R$4,167 for both situations, monetarily restated. The tables below show the book value and fair value of the net assets acquired, including the effect of deferred taxes (technical goodwill). The fair value was determined based on a preliminary purchase price allocation (PPA) report. Therefore, information is under review and may change. However, no significant changes are expected.
Aventura Wind Complex |  |  |
Aventura Wind Complex |  | Fair value | Fair value at the
| Book value | adjustment | acquisition date
Assets identified | 518,158 | 255,675 | 773,833
Cash and cash equivalents | 51,789 | - | 51,789
Trade accounts receivable | 7,150 | - | 7,150
Recoverable taxes | 3,823 | - | 3,823
Other receivables | 2,917 | - | 2,917
Property, plant and equipment | 452,475 | - | 452,475
Intangible assets | 4 | 255,675 | 255,679
Liabilities assumed | 330,102 | 93,002 | 423,104
Suppliers | 6,950 | - | 6,950
Loans and financing | 317,928 | - | 317,928
Tax obligations | 2,879 | - | 2,879
Other accounts payable | 2,345 | - | 2,345
Contingent Liabilities | - | 9,891 | 9,891
Deferred income tax and social contribution | - | 83,111 | 83,111
Net assets acquired | 188,056 | 162,673 | 350,729
Santa Rosa & Mundo Novo Wind Complex |  |  |
Santa Rosa & Mundo Novo Wind Complex |  | Fair value | Fair value at the
| Book value | adjustment | acquisition date
Assets identified | 840,938 | 366,360 | 1,207,298
Cash and cash equivalents | 67,440 | - | 67,440
Trade accounts receivable | 23,961 | - | 23,961
Recoverable taxes | 5,747 | - | 5,747
Other receivables | 9,157 | - | 9,157
Property, plant and equipment | 734,633 | - | 734,633
Intangible assets | - | 366,360 | 366,360
Liabilities assumed | 625,811 | 131,100 | 756,911
Suppliers | 56,611 | - | 56,611
Loans and financing | 557,810 | - | 557,810
Tax obligations | 7,579 | - | 7,579
Other accounts payable | 3,811 | - | 3,811
Contingent Liabilities | - | 10,155 | 10,155
Deferred income tax and social contribution | - | 120,945 | 120,945
Net assets acquired | 215,127 | 235,260 | 450,387
Contingent liabilities mainly refer to tax risks for which management believes that providing information regarding the timing of any cash outflows is impracticable, in view of the unpredictability and dynamics of the Brazilian legal, tax and regulatory systems. A final outcome depends on the conclusions of legal proceedings. The table below shows the consideration transferred for assets acquired and technical goodwill calculated as a result of the recognized deferred tax liability in the business combination:
Total of net assets acquired | 403,183 | 397,933 | 801,116
Goodwill |  |  | 204,057
Consideration amount |  |  | 1,005,173
| 40.2 | Technical Inspection at HPP GBM
On March 25, 2023, the scheduled stoppage for inspection of the generating unit 3 of HPP GBM, a plant belonging to FDA, subsidiary of Copel GET, was concluded. An isolated fault was identified in the upper wear ring of the turbine rotor, so that this generating unit will remain unavailable to carryng out a diagnosis on the cause of the incident and the respective actions for its repair, when the return forecast for this generating unit will be updated. Eventual financial impacts related to non-generation or any reduction in the plant's assured energy can only be estimated after the completion of this work.

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