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United States securities and exchange commission logo
June 4, 2021
Sumant Sinha
Chief Executive Officer
ReNew Energy Global PLC
C/O Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
Re: ReNew Energy Global
PLC
Registration
Statement on Form F-4
Filed May 18, 2021
File No. 333-256228
Dear Mr. Sinha:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
20, 2021 letter.
Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
The RMG II General Meeting
Quorum and Required Vote for Proposals at the RMG II General Meeting,
page 44
1. We note your response
to prior comment 9 indicates that you have revised your disclosure
to clarify that the
approval of the Business Combination Proposal requires the affirmative
vote of the holders of
a majority of the ordinary shares that are entitled to vote and are
voted. However, your
disclosure here continues to state that the approval of the Business
Combination Proposal
requires the affirmative vote of holders of at least two-thirds of the
Sumant Sinha
FirstName LastNameSumant
ReNew Energy Global PLC Sinha
Comapany
June 4, 2021NameReNew Energy Global PLC
June 4,
Page 2 2021 Page 2
FirstName LastName
RMG II Shares that are entitled to vote and are voted at the RMG II
General Meeting.
Please revise or advise.
Risk Factors
ReNew Global's Articles of Association will provide that the courts of England
and Wales will
be the exclusive forum..., page 108
2. We note your disclosure here that ReNew Global s Articles of
Association will provide
that the courts of England and Wales will be the exclusive forum for
resolving all
shareholder complaints other than shareholder complaints asserting a
cause of action
arising under the Securities Act or the Exchange Act, and that the
U.S. federal district
courts will be the exclusive forum for resolving any shareholder
complaint asserting a
cause of action arising under the Securities Act and the Exchange Act.
However, Section
47.1 of ReNew Global's Articles of Association only references the
courts of England and
Wales as having exclusive jurisdiction, and does not reference the
Securities Act, the
Exchange Act, or U.S. federal district courts. Please revise.
The Business Combination Proposal
Background of the Business Combination, page 143
3. We note your disclosure in response to prior comment 15 indicates that
RMG II
determined to reduce the post-money equity value of ReNew India to
approximately $4.4
billion and to reduce the enterprise value to approximately $7.85
billion to attract greater
demand in the PIPE process. Please revise to provide additional
details regarding the
basis for such reduction given disclosure that RMG II's initial
valuation for ReNew India
was based on (i) comparable publicly traded company multiple analysis,
(ii) discounted
cash flow analysis and (iii) run-rate multiples on a March 2023 fiscal
year-end, fully built-
out portfolio.
Comparable Publicly Traded Company Multiple Analysis, page 153
4. We note you disclose that Encanis was one of the selected comparable
companies used in
its analysis. However, we are unable to find any reference to such
company in the
investor presentations filed as Exhibit 99.3 to RMG II's Form 8-K
filed February 24, 2021
or Exhibit 99.1 to RMG II's Form 8-K filed May 21, 2021. Please revise
or advise.
Summary of RMG II Financial Analysis, page 153
5. We note your revised disclosure in response to prior comment 17
focuses on the
methodologies used in RMG II's analysis and reissue the comment in
part. Please expand
your disclosure to discuss the results of your publicly traded company
analyses,
discounted cash flow analysis and run-rate multiples on a March 2023
fiscal year-end,
fully built-out portfolio, and how they supported your initial
valuation of ReNew India.
For example, under the heading "Summary of RMG II Financial Analysis"
on page 153
Sumant Sinha
FirstName LastNameSumant
ReNew Energy Global PLC Sinha
Comapany
June 4, 2021NameReNew Energy Global PLC
June 4,
Page 3 2021 Page 3
FirstName LastName
you make reference to "reference ranges," and data in tables, but it
does not appear that
you have provided such information in the filing.
Material Tax Considerations, page 160
6. We note your response to prior comment 6, including the statement in
the tax opinion
filed as Exhibit 8.1 that under current United States federal income
tax law, the De-SPAC
Transactions, taken together, should be treated as a transaction
described in section 351
of the Code for United States federal income tax purposes. Please
obtain and file a
revised opinion that explains why counsel cannot give a firm opinion,
and the degree of
uncertainty. Please also revise your risk factor disclosure
accordingly. For guidance, refer
to Section III.C of Staff Legal Bulletin No. 19.
Renew India's Business
Our Projects, page 203
7. We note that you have added tabulations having various details about
the wind and solar
power generated during various historical periods on pages 204 and 255
in response to
prior comment 19. It appears that the footnote corresponding to the
electricity generated
line would be (4) rather than (5), which pertains to electricity sold.
Please revise the
tabulations as necessary to clarify which amounts are represented and
to explain how the
amounts not presented are derived relative to those that are shown.
Management's Discussion and Analysis of Renew India's Financial Condition and
Results of
Operation
Impact of COVID-19, page 259
8. Please expand your disclosure here to quantify the reduction of your
original forecast of
installed capacity for ReNew India's committed projects for the year
ended March 31,
2022 as a result of the effects of delays in commissioning of
committed projects due to
COVID-19. In that regard, we note you disclose on page 282 that the
forecast installed
capacity for committed projects was reduced from 8.0 GW to 7.3GW.
Prospective Operational and Unaudited Financial Information of ReNew India,
page 282
9. We note you have updated your prospective information in response to
prior comment 21
and provided disclosure stating that "...in the view of ReNew India
s management, [such
information] was prepared on a reasonable basis, reflects the best
currently available
estimates and judgments, and presents, to the best of management s
knowledge and belief,
the expected course of action and the expected future financial
performance of ReNew
India." We understand that you added this disclosure to clarify that
the projected amounts
represent the most probable specific amounts for each item projected,
consistent with the
guidance in Item 10(b) of Regulation S-K.
Sumant Sinha
ReNew Energy Global PLC
June 4, 2021
Page 4
Please revise the last sentence of the first paragraph on page 282,
stating "The inclusion of
the below information should not be regarded as an indication that
ReNew India or any
other recipient of this information considered, or now considers, it
to be necessarily
predictive of actual future results," as necessary to acknowledge the
qualities expressed in
the disclosure cited above, notwithstanding the various uncertainties
that you indicate
have been considered in developing your projections.
Please also revise the second-to-last paragraph on page 283 to
identify the exceptions
referenced in the first sentence, under which you would be providing
future disclosure
with regard to the projections, to clarify whether you will provide
disclosure if
management knows or has reason to know that the projections no longer
have a
reasonable basis. For example, noting your disclosure in the fourth
paragraph on page
282, referencing "assumptions as to certain business decisions that
are subject to change,"
we would ordinarily anticipate disclosure if there are material
implications associated with
a projected decision that is reversed.
If you believe that you are not subject to the guidance in Item
10(b)(3)(iii) of Regulation
S-K, tell us how you have formulated your view, and why you would not
revisit the
assumptions to ensure that they are valid and that you have projected
the most probable
specific amounts.
10. Please describe all of the specific instructions, guidelines,
parameters, inputs and
assumptions that were relayed or prescribed by you, your management,
sponsors or other
representatives to ReNew India in conjunction with the preparation of
the prospective
financial information, such as the periods to be covered; expansion or
acquisition of
facilities; capital expenditures; availability and terms of financing;
contracts and projects
to be undertaken or secured; plant load factors, tariffs, and O&M
expenses.
Also identify all assumptions that reflect decisions that pivot on
completion of the merger,
which had not been established by the target prior to your
involvement.
11. We note your response to prior comment 22 and your disclosure beginning
on page 284
regarding assumptions used in preparing ReNew India's prospective
operational and
financial information. Please revise to describe such assumptions with
greater specificity
and quantify where practicable. For example, if material, please
quantify the estimated
plant load factor and underlying assumptions, the volumes of energy to
be generated and
sold, as well as pricing and costs. In addition, please quantify ReNew
s projected market
share referenced on page 285. We also note your disclosure that the
prospective
FirstName LastNameSumant Sinha
operational and financial information reflects assumptions as to certain
business decisions
Comapany NameReNew
that are Energy Global
subject to change. PLC please identify such business
decisions and
If material,
June 4,quantify
2021 Pagethe4effects associated with such decisions.
FirstName LastName
Sumant Sinha
FirstName LastNameSumant
ReNew Energy Global PLC Sinha
Comapany
June 4, 2021NameReNew Energy Global PLC
June 4,
Page 5 2021 Page 5
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 286
12. Please add a line for the Unaudited Pro Forma Condensed Combined
Financial
Information section in your Table of Contents.
13. We note that you present two pro forma scenarios, depicting a range of
possibilities
between no redemption and redemption of 29,874,959 Class A Shares in
exchange for
$299 million, which you describe as the maximum redemption scenario.
Tell us the
extent to which you have received indications from shareholders
regarding their intentions
to redeem or retain their shares that would make any scenario within
this range more
likely to occur; and if you have formulated an expectation based on
such indications or
other information, describe that process and your consideration to
providing an additional
corresponding pro forma scenario.
14. Please revise the column group headers in the pro forma tabulations on
pages 290-292 and
296-298, which are currently labeled as Pro forma Adjustments assuming
no redemption,
and Pro forma Adjustments assuming maximum redemption, to reposition
"Pro forma
Adjustments" from each label to sub-headers that are positioned
directly over the three
columns that pertain to adjustments, but not the columns having the
totals, leaving the
main column group headers to differentiate between the two scenarios.
Also label each tabulation with the dates or periods for which
financial information is
provided and to indicate the currency and rounding factors being
utilized.
15. It appears that you may need to revise your description of adjustment
number 6 on page
293 to indicate that $855 million in proceeds translates to INR 62,460
rather than INR
62,641, in order to reconcile with the corresponding amounts in your
tabulation.
16. Please modify your disclosures pertaining to adjustment numbers 11 and
12 to separate
your discussion of cash payments to be made to the Majority
Shareholders, from your
discussion of ReNew India's shares deemed to be issued in exchange for
ReNew Global's
net assets, and provide distinct incremental adjustment numbers for
these items under each
scenario.
Please clarify how the cash payments have been reduced in proportion
to the cash
redemptions for the maximum redemption scenario and why you are
showing a lower
amount for the founders (and a higher amount for GEF), as this appears
to be inconsistent
with your description of the arrangement in the second bullet point on
page 124. Please
indicate the cash distribution equivalent amounts in Indian rupees.
Also explain your computations of RMG II net assets, the number of
deemed issuance
shares, and the fair value per share for each scenario.
17. Please provide further detail as to the nature of the pro forma
adjustments described in
your note for adjustment number 13, and reposition that portion of
this item that appears
on the trade receivables line if you are not adjusting the trade
receivables amount.
Sumant Sinha
ReNew Energy Global PLC
June 4, 2021
Page 6
Management of ReNew Global Following the Business Combination, page 306
18. Please expand your disclosure to discuss the nominee observers described
on page 322
and in Section 19.3 of your Articles of Association of ReNew Global.
Beneficial Ownership of Securities, page 317
19. We note your response to prior comment 25. Please revise your disclosure
to identify the
members of the board of directors of JERA Co. Refer to Item 403 of
Regulation S-K and
Exchange Act Rule 13d-3.
Comparison of Shareholders' Rights, page 346
20. We note your response to prior comment 27 that only the existing
shareholders of ReNew
Global will vote to adopt ReNew Global s Articles of Association on or
before closing of
the business combination. Please revise your disclosure to clarify that
RMG II public
shareholders will not have an opportunity to vote on the adoption of
ReNew Global s
Articles of Association on or before the closing of the business
combination.
Exhibits
Exhibit 5.1, page 1
21. Please have counsel revise its legal opinion to quantify the shares
being registered under
the registration statement, and to state whether the shares will be
legally issued.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameSumant Sinha
Division of
Corporation Finance
Comapany NameReNew Energy Global PLC
Office of Energy &
Transportation
June 4, 2021 Page 6
cc: Ryan Maierson
FirstName LastName