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United States securities and exchange commission logo
July 12, 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
Amendment No. 1 to
Registration Statement on Form F-4
Filed June 22, 2021
Amendment No. 2 to
Registration Statement on Form F-4
Filed June 25, 2021
File No. 333-256228
Dear Mr. Sinha:
We have reviewed your amended 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 June
4, 2021 letter.
Amendment Nos. 1 and 2 to Registration Statement on Form F-4
Questions and Answers about the Business Combination Agreement and the
RMG II General
Meeting
What will be the relative equity stakes of the RMG II Shareholders,
ReNew India and the
Investors in ReNew Global..., page 26
1. We note you disclose
that under the Business Combination Agreement, GSW has the right
to elect the class of
ReNew Global shares it will receive, which may result in a change in
the voting rights of
the shareholders. Please expand your disclosure to quantify the
Sumant Sinha
FirstName LastNameSumant
ReNew Energy Global PLC Sinha
Comapany
July NameReNew Energy Global PLC
12, 2021
July 12,
Page 2 2021 Page 2
FirstName LastName
effect on voting rights of the shareholders should GSW elect to only
receive Class A
shares.
Risk Factors
ReNew Global's Articles of Association will provide that the courts of England
and Wales will
be the exclusive forum..., page 107
2. We note your response to prior comment 2, and that ReNew Global s
revised Articles of
Association select the United States District Court for the Southern
District of New York
as the exclusive forum for the resolution of any complaint asserting a
cause of action
arising under the Securities Act or the Exchange Act. Please revise
your prospectus to
reflect such provision in your risk factor disclosure on page 107, and
in the comparison of
shareholders' rights on page 366.
Summary of RMG II Financial Analysis, page 152
3. We note your revised disclosure in response to prior comment 5 and
reissue the comment.
Please expand your disclosure to quantitatively and qualitatively
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.
Prospective Operational and Unaudited Financial Information of Renew India,
page 280
4. We note that you have added a parenthetical notation in the fourth
paragraph on page 281,
in response to prior comment nine, to indicate an exception may apply
to your general
position of having no intent to inform investors of material changes
that would cause your
prospective financial information to no longer have a reasonable
basis, in the instance that
Renew India becomes aware of such information prior to the date of the
RMG II
stockholders' meeting, although you also indicate this would not
extend to any period
following the date of the Proxy Statement/Prospectus.
We see no basis for limiting the timeframe in which investors would be
informed of
such material information or for limiting the responsibility of
providing such
communication to Renew India, considering the parties involved, the
transaction that you
have proposed and your position as the registrant. Please
substantially revise this
paragraph and other disclaimer disclosures under this heading to
clearly acknowledge
your responsibility, and to clarify the circumstances under which
investors will be
informed of any material change in your expectations relative to the
projected amounts or
the underlying assumptions.
5. With regard to your disclosure on page 281, identifying parties that
are making no
representations to shareholders or other persons regarding ultimate
performance or
achievement compared to the prospective financial information, revise
to clarify whether
your management and board, including the officers and directors of
Renew India, Renew
Sumant Sinha
FirstName LastNameSumant
ReNew Energy Global PLC Sinha
Comapany
July NameReNew Energy Global PLC
12, 2021
July 12,
Page 3 2021 Page 3
FirstName LastName
Global, and RMG II, having considered the uncertainties described and
referenced in this
section, nevertheless concur that all assumptions underlying the
projections are probable
and consistent with your business plans and expectations.
6. Please expand your disclosure on page 281, stating that your
prospective financial
information "does not take into account any circumstances or events
occurring after the
date of this Proxy Statement/Prospectus," to acknowledge and describe
the level of
diligence applied in formulating the numerous assumptions about future
circumstances
and events that have been utilized in preparing the prospective
financial information, as
referenced in the fourth paragraph on page 280 and described among the
various points on
pages 282 through 284.
Unaudited Pro Forma Condensed Combined Financial Information, page 285
7. Please refer to the description of Adjustment 4 on page 292 and revise
if appropriate to
indicate that the impact of assuming no redemption is explained
in Adjustment 3 rather
than Adjustment 4. Please also refer to the description of Adjustment
14 on page 295 and
revise if appropriate to indicate the 12,808,118 shares issued to the
shareholders of RMG
II under the "Assuming maximum redemption scenario" is explained in
Adjustment 7
rather than Adjustment 11.
Exhibits
8. We note that Section 9.3 of the Amended and Restated Warrant Agreement
filed as
Exhibit 4.4.2 provides that any action, proceeding or claim arising
out of or relating in any
way to the agreement shall be brought and enforced in the courts of
the State of New York
or the United States District Court for the Southern District of New
York and that the
company irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive.
Please revise your disclosure to discuss this provision and reflect
that it does not apply to
actions arising under the Exchange Act. In addition, please disclose
whether such
provision applies to Securities Act claims.
9. Please have counsel revise its opinion in Exhibit 5.1 to clarify the
number of ReNew
Global Class A Shares that will be exchanged for cancelled RMG II
Class A Shares. The
opinion currently states that 34 ReNew Global Class A Shares will be
issued. Please
also have counsel remove the assumptions in Section 2(c), (d), (e),
(f) and (g) of the legal
opinion. It is not appropriate for counsel to include in its opinion
assumptions that assume
any of the material facts underlying the opinion. Refer to Section
II.B.3.a of Staff Legal
Bulletin No. 19.
10. Please have counsel revise its legal opinion in Exhibit 5.2 to remove
the assumptions in
clauses (iv), (v) and (vi) of the fifth paragraph on page 3 and
clauses (b) and (c) of the first
paragraph on page 5. It is not appropriate for counsel to include in
its opinion assumptions
that assume any of the material facts underlying the opinion. Refer to
Section II.B.3.a of
Staff Legal Bulletin No. 19.
Sumant Sinha
ReNew Energy Global PLC
July 12, 2021
Page 4
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
July 12, 2021 Page 4
cc: Ryan Maierson
FirstName LastName