Commission File Number 32297

---

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________________

.

 

 

MINUTES OF THE 316^TH MEETING OF THE BOARD OF DIRECTORS
HELD ON FEBRUARY 23^RD, 2017

 

1. DATE, TIME AND PLACE: On February 23^th, 2017, at 10am, the meeting was held via conference call, in accordance with Article 17, paragraph 7 of the Bylaws of CPFL Energia S.A. (“CPFL Energia” or “Company”).

 

2. CALL NOTICE: The meeting was called pursuant to Article 17, paragraph 3 of the Bylaws of CPFL Energia.

 

3. ATTENDANCE: All members of the Board of Directors (“Board”).

 

4. PRESIDING BOARD: Chairman – Yuhai Hu and Secretary – Gisélia Silva.

 

5. AGENDA AND RESOLUTION TAKEN:

 

Initially, the Directors waived the reading of the documents regarding the Agenda, since they were fully aware of their contents. Subsequently, the Directors authorized the minutes of this meeting to be drawn up in summary form, given the right to present their opinions and dissensions, which would be filed at the Company’s registered office, and approved its publication — as an extract — without their signatures.

In view of the Company’s controlling shareholder’s intention — disclosed through the material fact of February 16^th, 2017 — of “simultaneously with the Mandatory Tender Offer, to launch a unified public tender offer for all the common shares issued by the Company in order to: (i) cancel its registration as a publicly held company before CVM under class ‘A’ upon its conversion into class ‘B’, under the terms of CVM Instruction No. 480, dated as of December 7, 2009 (‘Delisting Tender Offer’); and (ii) delist the Company from the Novo Mercado Special Listing Segment of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (‘Voluntary Tender Offer’), pursuant to Article 4^th, § 4^th, of the Brazilian Corporate Law, and in accordance with the procedures set forth in Articles 16 to 25 of CVM Instruction 361 and in the Novo Mercado Regulation (the Mandatory Tender Offer, the Delisting Tender Offer and the Voluntary Tender Offer collectively referred to as ‘Unified Offer’)”, the Board, after examining and discussing the items of the Agenda, resolved, by unanimous decision, and with no restrictions, as follows:

 

 

(i)           To approve, after discussing and examining all proposals presented to the Board of Directors, to submit to the Extraordinary Shareholders Meeting of the Company, pursuant to article 17, item “j” of the Bylaws of the Company and section 10.1.1 of the Novo Mercado Listing Regulation, a list of three (3) prospective specialized valuation firms incumbent of producing the appraisal report of the Company’s shares for the purposes of the Unified Offer, composed by the following institutions: a) Banco de Investimentos Credit Suisse (Brasil) S.A.; b) BNP Paribas Brasil S.A.; and c) Deutsche Bank S.A. – Banco Alemão.

 

(ii)          To approve, pursuant to Article 123 of Law n. 6404/76 and Articles 9 and 17, item “d” of the Bylaws of the Company, the calling of an Extraordinary Shareholders Meeting, to be held on March 27^th, 2017, in order to discuss and vote (a) the cancellation of the Company’s registry as a publicly held company before CVM under class “A” upon its conversion into class “B”, as well as the delisting of the Company from the Novo Mercado Special Listing Segment, both conditioned to the applicable rules and to the terms and conditions of the Unified Offer; and (b) the choice of the specialized valuation firm or institution incumbent of determining the economic value of the Company, based on the list of three (3) prospective appraisers presented by the Board of Directors, pursuant to the Novo Mercado Listing Regulation and the Bylaws of the Company (provided that such item “(b)” shall be approved by the majority of the votes of the shareholders representing the “Outstanding Shares” – as defined in section 2.1 of the Listing Rules of Novo Mercado – attending such meeting).

 

6. CLOSING: There being no further matters to discuss, the Chairman closed the meeting and these minutes were drawn up, read, approved and signed by the Directors hereby present and by the Secretary.

 

 

 

 

Yuhai Hu

Chairman

 

 

Gisélia Silva

Secretary

 

 

 

 

 

CPFL ENERGIA S.A.
	By:	/S/  GUSTAVO ESTRELLA
	Name: Title:	Gustavo Estrella  Chief Financial Officer and Head of Investor Relations