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Debentures
12 Months Ended
Dec. 31, 2022
Debentures  
Debentures

 

21.Debentures
                         
                  Contractual Effective   12.31.2022 12.31.2021
          Issue Number of  Final Payment financial interest Contract
Company Issue Characteristics Allocation Guarantees Date installment maturity of charges  charges p.a. rate p.a. amount
Copel 8th (a) Payment of the 6th issue of debentures and working capital increase Personal guarantee 06.14.2019 1 06.14.2022 Half-yearly 106.0% of DI 110.93% of DI  500,000  - 502,400
Copel GeT 3rd  (a) Working capital or used to make investments in the issuer. Personal guarantee 10.20.2017 3 10.20.2022 Half-yearly 126.0% ofDI 131.21% of DI 1,000,000  - 339,767
4th  Full early redemption of the 4th issue of the Company’s trade promissory notes and partial payment of the 1st amortization installment of the 2nd issue of debentures. 07.23.2018 3 07.23.2023 Half-yearly 126.0% ofDI 133.77% of DI 1,000,000 357,573 690,311
5th  (b) Reimbursement of expenses related to the construction of the Transmission Lines Araraquara II - Taubaté, Assis - Londrina and Foz do Chopim. 09.25.2018 5 09.15.2025 Half-yearly IPCA + 7.6475% IPCA+ 8.3295%  290,000 225,643 284,483
6th (1st serie) (c) Full early redemption of the 5th issue of the Company’s trade promissory notes and partial payment of the 2nd amortization installment of the 2nd issue of debentures. 07.15.2019 2 07.15.2024 Half-yearly 109.0% of DI 111.25% of DI  800,000 852,816 825,358
6th (2nd serie) Reimbursement of expenses related to the Colíder HPP and Baixo Iguaçu HPP projects 07.15.2019 1 07.15.2025 Half-yearly IPCA + 3.90% IPCA+ 4.46%  200,000 251,363 237,650
7th (1st serie) Reinforcement of the Issuer's working capital; amortization and/or reimbursement of cash of the principal portion of the 3rd and 4th issue of debentures. 10.15.2021 2 10.15.2026 Half-yearly DI + spread 1.38% DI + spread 1.45% 1,133,363  1,166,982  1,148,216
7th (2nd serie) Investments for expansion, renovation or improvement and/or reimbursement of expenses within the scope of the Projects: Improvements of Gov. Bento Munhoz da Rocha Netto HPP; Implementation of the Assets of Lot “E”, from Aneel Auction No. 05/2015; Investments in Mata de Santa Genebra Transmissão S.A. and Bela Vista Geração de Energia S.A.  10.15.2021 3 10.15.2031 Half-yearly IPCA + 5.7138%  IPCA + 6.1033%   366,637 397,825 374,658
Copel DIS 3rd  (a) Working capital or used to make investments in the issuer. Personal guarantee 10.20.2017 2 10.20.2022 Half-yearly 126.0% of DI 130.85% of DI  500,000  - 254,824
4th  Working capital and payment of the 1st installment of amortization of the 2nd issue of debentures. 09.27.2018 3 09.27.2023 Half-yearly DI + spread 2.70% CDI + 3.96% 1,000,000 346,895 684,185
5th (1st serie) (c) Investment for expansion, renovation or improvement and reimbursement of expenses of the Issuer's electricity distribution network linked to concession contract No. 46/1999 of ANEEL. 11.15.2019 3 11.15.2027 Half-yearly IPCA + 4.20% IPCA+ 4.61%  500,000 618,209 584,489
5th (2nd serie) Reinforcement of working capital and recomposition of cash by the final amortization of the 2nd issue of debentures. 11.15.2019 2 11.15.2022 Half-yearly DI + spread 1.45% CDI + 1.65%  350,000  - 177,187
6th (1st serie) Reinforcement of working capital and amortization of the first installment of the principal of the debentures of each of the Issuer's following issues: 3rd, 4th and 5th Issue. 06.16.2021 2 06.15.2026 Half-yearly CDI + spread 1.95% CDI + 2.02% 1,000,000  1,006,449  1,005,102
6th (2nd serie) Investment for expansion, renovation or improvement and reimbursement of expenses of the Issuer's electricity distribution network linked to concession contract No. 46/1999 of ANEEL. 06.16.2021 3 06.15.2031 Half-yearly IPCA + 4.7742% IPCA + 5.1564%  500,000 559,894 529,366
7th (1st serie) (e) Reinforcement of working capital; redemption of 3rd issue debentures; amortization of the 2nd installment of the principal of the 4th and 5th issuance. 05.15.2022 2 05.15.2025 Half-yearly CDI + 1.21% CDI + 1.28%  300,000 305,380  -
7th (2nd serie) 05.15.2022 2 05.15.2027 Half-yearly CDI + 1.36% CDI + 1.42%  901,450 917,789  -
7th (3rd serie) Investments for expansion, renovation or improvement and/or reimbursement of expenses of the issuer's electricity distribution network, linked to Aneel's Concession Agreement No. 46/1999. 05.15.2022 3 05.15.2032 Half-yearly IPCA + 6.1732%  IPCA + 6.6587%   298,550 301,830  -
Brisa Potiguar 2nd (1st serie) (d) Implementation of wind generating plants. Real and personal guarantee and pledge of Copel GeT shares. 03.24.2016 192 07.15.2032 Monthly TJLP + 2.02% TJLP + 2.02%  147,575 91,468 100,240
2nd (2nd serie) 03.24.2016 192 07.15.2032 Monthly IPCA + 9.87% IPCA+ 10.92%  153,258 126,067 131,630
Cutia 1st  (b) Construction and implementation of wind generating plants. Personal guarantee 03.20.2019 26 12.15.2031 Half-yearly IPCA +5.8813% IPCA+ 6.83%  360,000 360,894 370,903
                       Gross debt   7,887,077  8,240,769
                      (-) Transaction cost  (83,222)  (93,152)
                      Net debt  7,803,855  8,147,617
                       Current   1,346,347  2,144,485
                       Noncurrent   6,457,508  6,003,132
(a) Simple debentures, single series, not convertible into shares, unsecured, for public distribution with restricted placement efforts, according to CVM No. 476. Guarantor: Copel. Trustee: Pentágono S.A. DTVM.
(b) Simple debentures, single series, not convertible into shares, with security interest and additional personal guarantee, for public distribution with restricted efforts, pursuant to CVM Instruction No. 476. Guarantor: Copel. Trustee: Pentágono S.A. DTVM.
(c) Simple debentures, two series, not convertible into shares, unsecured, for public distribution with restricted placement efforts, according to CVM No. 476. Guarantor: Copel. Trustee: Pentágono S.A. DTVM.
(d) Simple debentures, two series, not convertible into shares, issued privately. Companies: Nova Asa Branca I, Nova Asa Branca II, Nova Asa Branca III, Nova Eurus and Ventos de Santo Uriel. Guarantor: Copel. They have no trustee.
(e) Simple debentures, three series, not convertible into shares, unsecured, with additional personal guarantee, for public distribution with restricted placement efforts, pursuant to CVM Instruction No. 476. Guarantor: Copel. Trustee: Pentágono S.A. DTVM.

 

21.1Maturity of noncurrent installments
       
12.31.2022 Gross debt (-) Transaction cost Net debt
2024 670,831  (13,890) 656,941
2025  1,798,427  (11,436)  1,786,991
2026  1,789,732 (9,168)  1,780,564
2027 718,578 (7,584) 710,994
2028 62,857 (5,997) 56,860
After 2028  1,482,417  (17,259)  1,465,158
   6,522,842  (65,334)  6,457,508
21.2Changes in debentures
   
Balance as of January 1, 2020 8,429,710
Funding 453,951
Charges and monetary variations (1,046,295)
Amortization - principal (422,295)
Payment - charges (657,590)
Balance as of December 31, 2020 6,757,481
Funding 3,000,000
(-) Transaction costs (35,030)
Charges and monetary variations  658,653
Amortization - principal  (1,852,048)
Payment - charges (361,073)
Reclassification (a)  (20,366)
Balance as of December 31, 2021 8,147,617
Funding 1,500,000
(-) Transaction costs (14,445)
Charges and monetary variations 1,112,287
Amortization - principal  (2,051,481)
Payment - charges (890,123)
Balance as of December 31, 2022 7,803,855
(a) Reclassification to Assets classified as held for sale (Note 39).

 

21.3Covenants

The issued debentures contain clauses that require the maintenance of certain economic and financial ratios within pre-determined parameters, requiring annual fulfillment and other conditions to be complied with, such as not changing the Company's interest in the capital stock that would represent change of control without prior consent from the debenture holders; not paying out dividends or interest on capital if it is in arrears in relation to honoring any of its financial obligations or not maintaining the financial ratios as determined without prior written consent of the debenture holders. The non-compliance with the contracted conditions may imply the need to request consent from the debenture holders or the declaration of early maturity of the debts.

As of December 31, 2022, all ratios and covenants have been fully met, except for the subsidiaries Ventos de Santo Uriel and Nova Asa Branca III, which have a debt of R$72,588 on December 31, 2022, and that did not meet the ICSD of 1.3. However, the Company preventively requested and received, on December 30, 2022, according to letter from BNDES AE/DEENE2 No. 061/2022, the commitment of the development banking institution not to declare the early maturity of the debenture deeds, based on the performance of this index in fiscal year 2022.

Additionally, the subsidiary Cutia Empreendimentos Eólicos S.A. calculated ICSD of 1.15 and, therefore, needed to supplement the Reserve Account with at least R$5,736. The deposit was made on March 13, 2023, before the contractually defined deadline.

The Company expects that all financial indicators, measured annually, will be met in 2023.

The financial covenants contained in the debenture agreements are presented as follows:

     
Company Contractual Instrument Annual financial ratio Limit
Copel GeT 4th issue of Debentures Consolidated net debt / Consolidated ebitda
Debt service coverage ratio
≤  3.5
≥ 1.5
5th issue of Debentures
6th issue of Debentures
7th issue of Debentures
Copel DIS 4th issue of Debentures
5th issue of Debentures
6th issue of Debentures
7th issue of Debentures
Nova Asa Branca I    Debt service coverage ratio ≥ 1.3
Nova Asa Branca II   
Nova Asa Branca III  2nd issue of Debentures
Nova Eurus IV  
Ventos de Santo Uriel   
Cutia 1st issue of Debentures Debt service coverage ratio (a) ≥ 1.2
(a) financial ratio calculated based on the amounts of the consolidated financial statements of Cutia Empreendimentos Eólicos S.A. The contract establishes that, should the index be in the range between 1.10 and 1.20, the value of the funds invested in the Reserve Account must be complemented so that the total reaches the index of 1.20, within 2 days of the release of the financial statements.