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United States securities and exchange commission logo
April 20, 2021
Sumant Sinha
Chief Executive Officer
ReNew Energy Global Limited
C/O Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
Re: ReNew Energy Global
Limited
Draft Registration
Statement on Form F-4
Submitted March 24,
2021
CIK No. 0001848763
Dear Mr. Sinha:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4
Financial Statement Presentation, page 2
1. We understand that you
will be updating the registration statement to include historical
financial statements of
Renew Power Private Limited (ReNew India) for the year ended
March 31, 2021, and pro
forma financial statements to comply with Article 11 of
Regulation S-X. We will
review this information once it has been provided.
Industry and Market Data, page 4
2. We note you disclose
that certain industry and market data is based on information
obtained from various
independent publicly available sources and reports provided to
Sumant Sinha
FirstName LastNameSumant Sinha
ReNew Energy Global Limited
Comapany
April NameReNew Energy Global Limited
20, 2021
April 220, 2021 Page 2
Page
FirstName LastName
ReNew India (including reports from IHS Markit). However, we also note
you disclose on
page 75 that ReNew India commissioned IHS Markit to prepare and
provide information
relating to its industry, which has been extracted and included in
this prospectus. Please
provide a consent from IHS Markit and any other third-party data that
you cite to the
extent you commissioned such data. See Rule 436 of the Securities Act.
Questions and Answers about the Business Combination and the RMG II General
Meeting, page
22
3. Please include a question and answer discussing the ownership
interests of the holders of
RMG II Class A Shares following the Business Combination assuming a
maximum and
minimum redemption. In that regard, we note your disclosure on page
130 reflects that
such holders will have an 8.1% interest in ReNew Global following the
Business
Combination assuming no exercise of redemption rights by holders of
RMG II Class A
shares. We also note your disclosure on page 140 that ReNew India's
current shareholders
will be rolling over approximately 85% of their existing equity
in ReNew India into
equity interests in ReNew Global, which will represent approximately
70% of the pro
forma ownership of ReNew Global after the Closing. Please also include
appropriate risk
factor disclosure and corresponding disclosure in your Organizational
Structure chart.
4. Please provide a separate question and answer that discusses the
governance of ReNew
Global following the Business Combination, including board nomination
rights under the
ReNew Global Shareholders Agreement.
5. We note your disclosure on page 45 that holders of RMG II Class A
Shares will be
entitled to receive cash for their shares only if they affirmatively
vote either for or against
the Business Combination Proposal. Please include this information in
the questions and
answers section regarding redemption rights.
Q. What are the U.S. Federal income tax consequences of the Business
Combination to U.S.
holders of RMG II Shares and/or RMG II Warrants, page 26
6. We note you disclose here and on page 149 that it is intended that the
exchange by a U.S.
Holder of RMG II Shares for ReNew Global Shares qualify as a tax-free
transaction
described in Section 351 of the Code. A tax opinion must be filed
whenever the tax
consequences of a transaction are material to an investor and a
representation as to tax
consequences is set forth in the filing. Please file a tax opinion as
an exhibit to the filing or
provide us your analysis as to why you do not believe such an opinion
is required. Refer
to Item 601(b)(8) of Regulation S-K and, for guidance, Section III.A.2
of Staff Legal
Bulletin No. 19. If there is uncertainty regarding the tax treatment
of the share exchange
and merger, counsel s opinion should discuss the degree of
uncertainty. In addition, your
disclosure on page 46 that the Business Combination is generally
intended to be "tax-
deferred" to U.S. Holders of RMG II Shares and RMG II Warrants for
U.S. federal
income tax purposes does not appear to be consistent with your
disclosure elsewhere in
Sumant Sinha
ReNew Energy Global Limited
April 20, 2021
Page 3
the filing regarding the tax treatment of the Business Combination.
Please revise or
advise.
7. Please disclose in this section the tax consequences of the Business
Combination to U.S.
holders of RMG Warrants.
Summary of the Proxy Statement/Prospectus, page 36
8. We note you disclose that ReNew India is the largest utility-scale
renewable energy
solutions provider in India in terms of total commissioned capacity.
Please clarify the
meaning of the term utility-scale. In addition, please tell us the
basis for your
statement Renew India has an additional 4.5GW of committed capacity
expected to be
commissioned by the year ended March 31, 2023.
The RMG II General Meeting
Quorum and Required Vote for Proposals at the RMG II General Meeting, page 42
9. We note your disclosure here that the approval of the Business
Combination
Proposal requires the affirmative vote of holders of at least
two-thirds of the RMG II
Shares that are entitled to vote and are voted at the RMG II General
Meeting is
inconsistent with your disclosure on pages 27, 108 and 112 that the
Business Combination
Proposal will require the affirmative vote of the holders of a
majority of the ordinary
shares that are entitled to vote and are voted. Please advise or
revise.
Certain Information Relating to ReNew Global and RMG II
ReNew Global Listing, page 46
10. Please identify the Approved Stock Exchange on which Renew Global will
apply for
listing.
Risk Factors
The grant and future exercise of registration rights may adversely affect the
market price of
ReNew Global Ordinary Shares upon consummation, page 93
11. Please quantify the total number of shares of ReNew Global that will
be subject to
registration rights following the Business Combination, including any
registration rights
pursuant to the PIPE and RMG II's registration rights agreement.
ReNew Global may issue additional ReNew Global Ordinary Shares or other
securities without
shareholder approval, page 95
FirstName LastNameSumant Sinha
12. Please revise to quantify the number of additional ReNew Global Ordinary
Shares that
Comapany
may NameReNew Energy Global
be issued in connection with Limited
a Founder Investors Put Financing
Issuance under the
terms
April 20, ofPage
2021 the Registration
3 Rights, Coordination and Put Option Agreement.
FirstName LastName
Sumant Sinha
FirstName LastNameSumant Sinha
ReNew Energy Global Limited
Comapany
April NameReNew Energy Global Limited
20, 2021
April 420, 2021 Page 4
Page
FirstName LastName
Extraordinary General Meeting of RMG II Shareholders
RMG II's Initial Shareholders, page 112
13. We note you disclose the percentage of shares RMG II needs to be voted
in favor of the
Business Combination and Merger Proposal and the Articles of
Association Proposal
assuming all outstanding RMG II Ordinary Shares are voted. Please
expand your
disclosure to discuss the percentage of shares RMG II needs to be
voted in favor of such
proposals assuming the minimum number of outstanding RMG II ordinary
shares
necessary for a quorum are present.
The Business Combination Proposal
Background of the Business Combination, page 132
14. We note your disclosure that during its search process, RMG II had
teleconference,
telephonic or email discussions with 27 companies. Please revise your
disclosure to
provide additional detail regarding the search process, including
whether RMG II entered
into any substantive discussions or sought indications of interest
from any potential target
other than ReNew India and the timing and progress of such
discussions. In addition,
disclose why RMG II determined not to pursue a transaction with any
such other potential
targets.
15. Please substantially revise your disclosure to discuss how the nature
and amount of
consideration, transaction structure and other material terms were
determined, including
how RMG II determined that ReNew India had a $3.75 billion pre-money
and $4.961
billion post-money equity value and an enterprise value of
approximately $8.65 billion in
its letter of intent dated January 18, 2021 and the rationale for
reducing such valuation to
$7.85 billion post-transaction enterprise value and to $4.4 billion
equity value as reflected
on page 140. In addition, disclose how the PIPE Investment strategy
became part of the
discussion on December 23, 2020, and how the key terms with respect to
the ancillary
documents, including the ReNew Global Shareholders Agreement and the
Registration
Rights, Coordination and Put Option Agreement term sheets, were
agreed. Please also
discuss the various tax issues that were raised by RMG II, GSW and
others throughout
this period and how such issues were resolved.
16. Please disclose which party initiated discussions between the
registrant or its affiliates and
ReNew India.
RMG II's Board of Directors' Reasons for the Approval of the Business
Combination, page 139
17. Please expand your disclosure to disclose the comparable publicly
traded company
analyses prepared by management, analysis of pro forma capital
structure and trading
multiples prepared by management and reviewed by the RMG II's Board in
determining
that the consideration to be paid was reasonable and that the Business
Combination was in
the best interests of the RMG II Shareholders.
Sumant Sinha
FirstName LastNameSumant Sinha
ReNew Energy Global Limited
Comapany
April NameReNew Energy Global Limited
20, 2021
April 520, 2021 Page 5
Page
FirstName LastName
RMG II's Board of Director's Reasons for the Approval of the Business
Combination, page 140
18. We note your disclosure that ReNew India s market has been one of
the largest renewable
markets globally with a capacity of around 90 GW in the year ended
March 31, 2019, an
expected capacity of 450 GW by the year ended March 31, 2030 and an
estimated of $282
billion in investments expected in the next decade. Please revise to
clarify "ReNew India's
market" in this context, and the basis for this information.
Management's Discussion and Analysis of Renew India's Financial Condition and
Results of
Operation
Utilization of power generation assets, page 240
19. Please expand your disclosures under this heading, also within the
Business section that
begins on page 186, to include a tabulation showing the amounts of
wind and solar power
generated and sold in comparison to your weighted average commissioned
capacity for
each period, along with the percentages of utilization.
Please also expand your analysis of income on page 247, to quantify
the power sold each
period, in discussing the correlation between revenues and capacity,
and to address any
material changes in utilization, the mix of wind and solar power, or
rates.
Management's Discussion and Analysis of Financial Condition
Project costs and capital expenditure, page 241
20. Please expand your disclosure in this section to clarify whether you
import solar module
panels from any countries that will be subject to higher import duties
and quantify the
potential impact of any such import duties to the extent material to
you.
Prospective Operational and Unaudited Financial Information of Renew India,
page 262
21. Please clarify the extent to which the projected items represent the
most probable specific
amount for each financial item projected, and reconcile your statement
indicating you do
not intend to provide any update or revision to the prospective
information, with Item
10(b)(3)(iii) of Regulation S-K, applicable pursuant to General
Instruction D.2 to Form F-
4 and General Instruction C(e) to Form 20-F, as it may pertain to
circumstances under
which you would know or have reason to know that your previously
disclosed projections
no longer have a reasonable basis.
22. Please revise your disclosure to qualitatively and quantitatively
discuss all material
assumptions underlying the projections, including the assumed growth
capacity for wind
and solar power projects in India.
Description of Renew India's Material Indebtedness, page 267
23. We note you disclose that your summary of certain provisions of the
agreements and
instruments governing and evidencing ReNew India s material
indebtedness does not
Sumant Sinha
ReNew Energy Global Limited
April 20, 2021
Page 6
purport to be complete, and is subject to, and is qualified in its
entirety by reference to, all
of the provisions of such agreements and instruments. Please ensure
that you have
disclosed all material terms of ReNew India's material indebtedness,
and revise your
disclosure accordingly.
Management of ReNew Global Following the Business Combination, page 269
24. We note your disclosure regarding board nomination rights of the
Founder Investors
related to the Founder serving as the Chief Executive Officer or
Chairman of "ReNew
group." Similarly, you reference Mr. Sinha's employment agreement as
Chairman and
Chief Executive Officer of "ReNew group." Please revise to clarify the
meaning of
"ReNew group" in your filing.
Beneficial Ownership of Securities, page 279
25. Please expand your beneficial ownership table to reflect the
beneficial ownership of the
ReNew Global Class D shares and identify the natural person or persons
who have sole or
shared voting or investment power for the securities beneficially
owned by CPP
Investments and JERA Co.
ReNew India's related party transactions
Shareholders Agreement
Terms of ReNew Global Shares - Voting Rights, page 284
26. Please disclose the voting percentage that the ReNew Global Class B
and Class D Shares
will represent after the closing of the Business Combination.
Comparison of Shareholders' Rights, page 303
27. We note that a vote by stockholders to approve the Business
Combination proposal is also
a vote to approve Renew Global's Articles of Association which will
(i) contain an
exclusive forum provision, and (ii) include board nomination and
appointment
provisions, among other changes that may substantively affect
stockholder rights. Please
tell us whether you will provide stockholders with a separate vote
regarding these
changes. Please refer to Rule 14a-4(a)(3) of Regulation 14A and
Question 101.02 to
Exchange Act Rule 14a-4(a)(3) Questions and Answers of General
Applicability
(Unbundling under Rule 14a-4(a)(3) Generally), available on our
website.
Exhibits
28. Please file a form of the Shareholders Agreement, the employment
agreement with Mr.
FirstName LastNameSumant Sinha
Sinha, and all agreements and instruments governing ReNew India material
indebtedness,
Comapany NameReNew
including Energy2022,
ReNew India's Global Limited
2024 and 2027 Notes and 2027 NCDs, as
exhibits to your
registration
April 20, 2021 Pagestatement.
6 See Item 21 of Form F-4 and Item 601(b)(10) of
Regulation S-K.
FirstName LastName
Sumant Sinha
FirstName LastNameSumant Sinha
ReNew Energy Global Limited
Comapany
April NameReNew Energy Global Limited
20, 2021
April 720, 2021 Page 7
Page
FirstName LastName
29. Please file your PPAs with material offtakers and any agreements with
material suppliers,
and discuss any additional material terms thereof in your prospectus,
or tell us why you
believe you are not required to do so. In that regard, we note you
disclose on page 60 that
ReNew India generated 82% of its total income from PPAs with central
and state
government-utility companies in the year ended March 31, 2020, and it
had four
customers, that are state distribution companies, each of which
accounted for over 10% of
its total income in the year ended March 31, 2020. We further note
that you disclose on
page 204 that you have signed long-term PPAs with central and
state-run utilities,
government-backed corporations and private commercial and industrial
users. In addition,
we note that Siemens Gamesa Renewable Power Private Limited
represented 36.16 and
Suzlon Energy Limited represented 24.38% of your OEM contracted
capacity as of
December 31, 2020. Refer to Item 601(b)(10) of Regulation S-K.
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,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Ryan Maierson