Unassociated Document
 
As filed with the Securities and Exchange Commission on December 8, 2014
  
Registration No. 333  -   
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_________________________________
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
__________
 
CPFL ENERGIA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
__________
 
CPFL ENERGY INCORPORATED
(Translation of issuer’s name into English)
__________
 
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
_________________________________
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
__________
 
399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
__________
 
CT CORPORATION SYSTEM
111 Eighth Avenue
New York NY 10011
(212) 590-9330
(Address, including zip code, and telephone number, including area code, of agent for service)
_________________________________
 
Copies to:
 
Gustavo Estrella
Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1,755, km 2,5
Parque São Quirino
Campinas, São Paulo 13088 140
Federative Republic of Brazil
+55 19 3756 8704
Karyn Koiffman, Esq.
Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018
(212) 646-4100
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
_________________________________
 
It is proposed that this filing become effective under Rule 466:
 
 o immediately upon filing.
     
   
 oon (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  o
_________________________________
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing two (2) common shares of CPFL Energia S.A.
200,000,000 American
Depositary Shares
$5.00
$10,000,000
$1,162
 
*
Each unit represents 100 American Depositary Shares.
 
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
ii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.     DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.   
Name of Depositary and address of its principal executive office
  
Face of Receipt -  Introductory Article.
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt  - Top Center.
     
Terms of Deposit:
    
         
  (i)      
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (16) and (17).
         
  (iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (14).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (13);
Reverse of Receipt - Paragraph (16).
         
  (v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (14) and (16).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
  (viii)  Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs  
Face of Receipt - Paragraph (13).
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
 
 
I-1
 
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
               
 
  (x)
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
         
3.  
Fees and charges which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (10).
       
Item 2. AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (13).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Second Amended and Restated Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
   
 
I-2
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.   EXHIBITS
 
 
(a)
Form of Second Amended and Restated Deposit Agreement, by and among CPFL Energia S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  — None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  — None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  — Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466.  — None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  — Set forth on the signature pages hereto.
 
 
II-1
 
 
Item 4.   UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
 
 
 
II-2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Second Amended and Restated Deposit Agreement, by and among CPFL Energia S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 5th day of December, 2014.
 
 
Legal entity to be created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing two (2) common shares of CPFL Energia S.A.
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Keith Galfo  
   
Name: Keith Galfo 
  
   
Title:   Vice President
  
       
 
 
II-3
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, CPFL Energia S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City and State of São Paulo, Federative Republic of Brazil, on December 5, 2014.
    
 
CPFL Energia S.A.
  
       
 
By:
/s/ Wilson P. Ferreira Jr.  
   
Wilson P. Ferreira Jr.
  
   
Chief Executive Officer
  
       
       
 
By:
/s/ Gustavo Estrella  
   
Gustavo Estrella
  
   
Chief Financial and Investor Relations Officer
  
       
       
 
 
II-4
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilson P. Ferreira Jr. and Gustavo Estrella, each of them, his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments and supplements) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on December 5, 2014.
 
Signature
  
Title
     
/s/ Wilson P. Ferreira Jr.
  
Chief Executive Officer
Wilson P. Ferreira Jr.
   (Principal Executive Officer)
     
/s/ Gustavo Estrel
  
Chief Financial Officer and Investor Relations Officer (Principal Financial Officer)
Gustavo Estrel
    
     
/s/ Sergio Luiz Felice
  
Director of Accounting
Sergio Luiz Felice
  
(Principal Accounting Officer/Controller)
     
Murilo Cesar Lemos dos Santos Passos
  
Chairman of the Board (Director)
Murilo Cesar Lemos dos Santos Passos
    
     
/s/ Renê Sanda
  
Vice Chairman of the Board (Director)
Renê Sanda
    
     
/s/ Francisco Caprino Neto  
Director
Francisco Caprino Neto
    
     
/s/ Claudio Borin Guedes Palaia  
Director
Claudio Borin Guedes Palaia
    
     
/s/ Deli Soares Pereira  
Director
Deli Soares Pereira
    
     
/s/ Carlos Alberto Cardoso Moreira
  
Director
Carlos Alberto Cardoso Moreira
    
     
Maria Helena dos Santos Fernandes de Santana
  
Independent Director
Maria Helena dos Santos Fernandes de Santana
    
 
 
II-5
 
 
Signature
  
Title
     
Puglisi & Associates
    
     
By: Donald J. Puglisi  
Authorized Representative in the U.S.
Name:  Donald J. Puglisi
    
Title:    Managing Director
    
 
 
II-6
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)
Form of Second Amended and Restated Deposit Agreement
  
     
(d)
Opinion of counsel to the Depositary