Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ReNew Energy Global plc
(Name of Issuer)
ReNew Global Class A Shares, Nominal Value $0.0001 Per Share
(Title of Class of Securities)
G7500M 104
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
With a copy to:
Nallini Puri and Sarah Lewis
2 London Wall Place
London
EC2Y 5AU
+44 20 7614 2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 2, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
The Goldman Sachs Group, Inc. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds AF | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
1 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
1 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
HC-CO |
(1) Based on 269,099,498 Class A Shares (“Class A Shares”) of ReNew Energy Global plc (the “Issuer”) outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares (“Class C Shares”) of the Issuer, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Goldman Sachs & Co. LLC | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds AF | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
1 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
1 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
BD-PN-IA | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Wyvern Holdings Limited | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Mauritius | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
1 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
1 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
OO | ||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Capital Partners VI Fund, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.36 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.36 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.36 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN | ||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GSCP VI Advisors, L.L.C. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.36 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.36 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.36 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
OO | ||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Capital Partners VI Offshore Fund, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power 0
| |||
8. |
Shared Voting Power
0.30 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.30 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.30 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN | ||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares. |
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GSCP VI Offshore Advisors, L.L.C. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.30 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.30 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.30 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
OO |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Capital Partners VI Parallel, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.10 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.10 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.10 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Advisors VI, L.L.C. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
AF | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0.10 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.10 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.10 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
OO |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
GS Capital Partners VI GmbH & Co. KG | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Germany | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.01 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.01 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Goldman, Sachs Management GP GMBH | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
AF | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0.01 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.01 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
OO | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
MBD 2011 Holdings, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.01 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.01 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
MBD 2011 Offshore Advisors, Inc. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.01 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.01 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
CO |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Bridge Street 2011, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.01 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.01 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Bridge Street Opportunity Advisors, L.L.C. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
AF | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0.01 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.01 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.01 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
OO | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Bridge Street 2011 Offshore, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN | ||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares. |
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
West Street Energy Partners, L.P. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
WC | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0.11 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.11 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.11 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
PN | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Clas s C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
Broad Street Energy Advisors, L.L.C. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0.21 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0.21 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.21 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
OO |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
West Street Energy Partners Offshore Holding-B, L.P. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
WC | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0.02 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.02 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.02 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
PN | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
West Street Energy Partners Offshore, L.P. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
WC | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
| ||||
8. |
Shared Voting Power
0.07 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0.07 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.07 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
PN | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
MBD 2013, L.P. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
WC | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
| ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||||
0; 12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
PN |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
MBD Advisors, L.L.C. | ||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. |
SEC Use Only
| ||||
4. |
Source of Funds
AF | ||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. |
Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | |||
8. |
Shared Voting Power
0 | ||||
9. |
Sole Dispositive Power
0 | ||||
10. |
Shared Dispositive Power
0 | ||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | ||||
14. |
Type Of Reporting Person
OO |
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares.
CUSIP No. G7500M 104
1. |
Names of Reporting Persons
MBD 2013 Offshore, L.P. | |||||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. |
SEC Use Only
| |||||
4. |
Source of Funds
WC | |||||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. |
Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power
0 | ||||
8. |
Shared Voting Power
0 | |||||
9. |
Sole Dispositive Power
0 | |||||
10. |
Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. |
Percent of Class Represented by Amount in Row 11
0%1 | |||||
14. |
Type Of Reporting Person
PN | |||||
(1) Based on 269,099,498 Class A Shares outstanding as of October 12, 2022, as reported by the Issuer in the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3, as filed with the SEC on October 13, 2022. In addition, the Reporting Persons beneficially own 55,958,780 non-voting Class C Shares, which may be re-designated as Class A Shares upon a transfer of such Class C Shares that meets certain conditions as described under “The Class C Shares” in Item 4 of the Original 13D (as defined below). The amounts and percentages presented above are based only on the Class A Shares. |
This Amendment No. 8 (the “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons on September 2, 2021, as amended on December 10, 2021, February 14, 2022, February 17, 2022, February 23, 2022, March 25, 2022, September 26, 2022 and as further amended on September 30, 2022 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
Item 2. | Identity and Background |
The response set forth in Item 2 of the Original Schedule 13D is hereby amended by deleting Schedules I, II-A and II-B in their entirety and replacing them with Schedules I, II-A and II-B attached.
Item 4. | Purpose of Transaction |
This Amend ment amends Item 4 of the Original Schedule 13D to replace the last sentence of the first paragraph under “Shareholders Agreement” with the following:
GSW designated Mr. Michael Bruun to serve on the Renew Global Board. Mr. Michael Bruun will resign as director of the Renew Global Board following completion of the Fourth Sale and Purchase (as defined below).
In addition, this Amendment amends Item 4 of the Original Schedule 13D to delete the paragraphs after the sixth paragraph under “Sales of Shares” in their entirety and replace them with the following:
On September 30, 2022, pursuant to a sale and purchase agreement dated September 23, 2022, by and between CPPIB and GSW (the “Third Sale and Purchase Agreement”), GSW sold 11,633,475 Class A Depositary Receipts and 49,904,986 Class C Depositary Receipts representing 11,633,475 Class A Shares and 49,904,986 Class C Shares, respectively, to CPPIB in a privately negotiated transaction (the “Third Sale and Purchase”) at a purchase price of $6.50 per Class A Depositary Receipt and $6.50 per Class C Depositary Receipt, respectively. Pursuant to the Third Sale and Purchase Agreement, GSW agreed not to transfer any shares in the capital of the Issuer, depositary receipts or Identified Rights (as defined in the A&R Articles) in respect of such shares or any securities convertible into or exercisable or exchangeable for such shares, depository receipts or Identified Rights (as defined in the A&R Articles) (the “Securities”) for a period of six months from the completion of the Third Sale and Purchase (the “Standstill Period”), subject to certain exceptions set out in the Third Sale and Purchase Agreement (the “Standstill”). In addition, GSW agreed that for a period of three months from the expiration of the Standstill Period, subject to certain exceptions set out in the Third Sale and Purchase Agreement, any transfers by GSW of any Securities will be subject to CPPIB’s right of first refusal pursuant to the terms of the Third Sale and Purchase Agreement (the “Right of First Refusal”).
Following the Shelf Sales, the First Sale and Purchase, the Second Sale and Purchase and the Third Sale and Purchase described above, GSW owned one Class A Share and had beneficial ownership of 55,958,780 Class C Shares, which may be re-designated as Class A Shares, as described under “The Class C Shares” above.
Pursuant to a sale and purchase agreement dated March 2, 2023, by and between CPPIB and GSW (the “Fourth Sale and Purchase Agreement”), GSW has agreed to sell, and CPPIB has agreed to purchase, 55,958,780 Class C Depositary Receipts representing 55,958,780 Class C Shares in a privately negotiated transaction (the “Fourth Sale and Purchase”) at a purchase price of $4.80 per Class C Depositary Receipt. The GS Reporting Persons do not anticipate that the Class C Shares represented by the Class C Depositary Receipts that GSW has agreed to sell, and CPPIB has agreed to purchase, pursuant to the Fourth Sale and Purchase Agreement will be automatically re-designated as Class A Shares upon the transfer to CPPIB. The Fourth Sale and Purchase Agreement contains customary warranties and is conditioned upon confirmation by Computershare Trust Company, N.A., as the depositary, that it has received the documents and information from GSW necessary to amend the registers of holders of Class C Depositary Receipts to reflect the transfer contemplated thereunder. CPPIB and GSW agreed that the Fourth Sale and Purchase, as well as any disposal by GSW of the single Class A Share held by GSW, shall not be subject to the Standstill and the Right of First Refusal under the Third Sale and Purchase Agreement.
Following completion of the Fourth Sale and Purchase described above, GSW will cease to beneficially own any Class C Shares and will retain one Class A Share.
References to and descriptions of the Business Combination Agreement, Registration Rights, Coordination and Put Option Agreement, Shareholders Agreement, the First Sale and Purchase Agreement, the Second Sale and Purchase Agreement, the Third Sale and Purchase Agreement and the Fourth Sale and Purchase Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of the such agreements, which have been filed as Exhibits hereto and are incorporated by reference herein.
Item 5. | Interest in Securities of the Issuer |
This Amendment amends Item 5 of the Original Schedule 13D to delete the first, second and third paragraphs in their entirety and replace them with the following:
Following completion of the Fourth Sale and Purchase described in Item 4 above, none of the GS Reporting Persons will have beneficial ownership of Class C Shares.
See rows (11) and (13) of the cover pages to this Amendment for the aggregate number of Class A Shares and the percentage of Class A Shares that will be beneficially owned by each of the GS Reporting Persons following completion of the Fourth Sale and Purchase described in Item 4 above. See rows (7) through (10) of the cover pages to this Amendment for the number of Class A Shares as to which each GS Reporting Person will have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition following completion of the Fourth Sale and Purchase described in Item 4 above.
Following completion of the Fourth Sale and Purchase described in Item 4 above none of the GS Reporting Persons will have beneficial ownership of more than five percent of the outstanding shares of the Issuer.
Item 7. | Material to be Filed as Exhibits |
Exhibit Number |
Description of Exhibits | |
99.1 | Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, by and among the Issuer, RMG II, the RMG II Representative, Merger Sub, ReNew India and the Major Shareholders (incorporated herein by reference to Exhibit 99.1 to the Original Schedule 13D). | |
99.2 | Shareholders Agreement, dated as August 23, 2021, by and among the Issuer and each Shareholders Agreement Investor (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D). | |
99.3 | Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021, by and among the Issuer, the Significant Shareholders, the Founder Investors and ReNew India (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D). | |
99.4 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated as of September 2, 2021, by and among the GS Reporting Persons (incorporated herein by reference to Exhibit 99.4 to the Original Schedule 13D). | |
99.5 | Power of Attorney, relating to The Goldman Sachs Group, Inc. (incorporated herein by reference to Exhibit 99.5 to the Original Schedule 13D). | |
99.6 | Power of Attorney, relating to Goldman, Sachs & Co. LLC (incorporated herein by reference to Exhibit 99.6 to the Original Schedule 13D). | |
99.7 | Power of Attorney, relating to GS Wyvern Holdings Limited (incorporated herein by reference to Exhibit 99.7 to the Original Schedule 13D). | |
99.8 | Power of Attorney, relating to GS Capital Partners VI Fund, L.P. (incorporated herein by reference to Exhibit 99.8 to the Original Schedule 13D). |
99.9 | Power of Attorney, relating to GSCP VI Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.9 to the Original Schedule 13D). | |
99.10 | Power of Attorney, relating to GS Capital Partners VI Offshore Fund, L.P. (incorporated herein by reference to Exhibit 99.10 to the Original Schedule 13D). | |
99.11 | Power of Attorney, relating to GSCP VI Offshore Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.11 to the Original Schedule 13D). | |
99.12 | Power of Attorney, relating to GS Capital Partners VI Parallel, L.P. (incorporated herein by reference to Exhibit 99.12 to the Original Schedule 13D). | |
99.13 | Power of Attorney, relating to GS Advisors VI, L.L.C. (incorporated herein by reference to Exhibit 99.13 to the Original Schedule 13D). | |
99.14 | Power of Attorney, relating to GS Capital Partners VI GmbH & Co. KG (incorporated herein by reference to Exhibit 99.14 to the Original Schedule 13D). | |
99.15 | Power of Attorney, relating to Goldman, Sachs Management GP GmbH (incorporated herein by reference to Exhibit 99.15 to the Original Schedule 13D). | |
99.16 | Power of Attorney, relating to MBD 2011 Holdings, L.P. (incorporated herein by reference to Exhibit 99.16 to the Original Schedule 13D). | |
99.17 | Power of Attorney, relating to Bridge Street 2011, L.P. (incorporated herein by reference to Exhibit 99.17 to the Original Schedule 13D). | |
99.18 | ||
99.19 | Power of Attorney, relating to Bridge Street 2011 Offshore, L.P. (incorporated herein by reference to Exhibit 99.19 to the Original Schedule 13D). | |
99.20 | Power of Attorney, relating to MBD 2011 Offshore Advisors, Inc. (incorporated herein by reference to Exhibit 99.20 to the Original Schedule 13D). | |
99.21 | Power of Attorney, relating to West Street Energy Partners, L.P. (incorporated herein by reference to Exhibit 99.21 to the Original Schedule 13D). | |
99.22 | Power of Attorney, relating to West Street Energy Partners Offshore Holding-B, L.P. (incorporated herein by reference to Exhibit 99.22 to the Original Schedule 13D). | |
99.23 | Power of Attorney, relating to West Street Energy Partners Offshore, L.P. (incorporated herein by reference to Exhibit 99.23 to the Original Schedule 13D). | |
99.24 | Power of Attorney, relating to Broad Street Energy Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.24 to the Original Schedule 13D). | |
99.25 | Power of Attorney, relating to MBD 2013, L.P. (incorporated herein by reference to Exhibit 99.25 to the Original Schedule 13D). | |
99.26 | Power of Attorney, relating to MBD 2013 Offshore, L.P. (incorporated herein by reference to Exhibit 99.26 to the Original Schedule 13D). |
99.27 | Power of Attorney, relating to MBD Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.27 to the Original Schedule 13D). | |
99.28 | Sale and Purchase Agreement dated as of February 11, 2022, by and between CPPIB and GSW (incorporated by reference to Exhibit 99.28 to the Original 13D). | |
99.29 | Sale and Purchase Agreement dated as of February 16, 2022 by and between CPPIB and GSW (incorporated by reference to Exhibit 99.29 to the Original 13D). | |
Sale and Purchase Agreement dated as of September 23, 2022 by and between CPPIB and GSW (incorporated by reference to Exhibit 99.30 to the Original 13D). | ||
Sale and Purchase Agreement dated as of March 2, 2023 by and between CPPIB and GSW (filed herewith). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2023
THE GOLDMAN SACHS GROUP, INC. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GOLDMAN, SACHS & CO. L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS WYVERN HOLDINGS LIMITED | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS CAPITAL PARTNERS VI FUND, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GSCP VI ADVISORS, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact |
GSCP VI OFFSHORE ADVISORS, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS CAPITAL PARTNERS VI PARALLEL, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS ADVISORS VI, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GS CAPITAL PARTNERS VI GMBH & CO. KG | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
GOLDMAN, SACHS MANAGEMENT GP GMBH | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
MBD 2011 HOLDINGS, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact |
BRIDGE STREET 2011 OFFSHORE, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
MBD 2011 OFFSHORE ADVISORS, INC. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
BRIDGE STREET 2011, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
WEST STREET ENERGY PARTNERS, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
WEST STREET ENERGY PARTNERS OFFSHORE HOLDING-B, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact |
WEST STREET ENERGY PARTNERS OFFSHORE, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
BROAD STREET ENERGY ADVISORS, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
MBD 2013, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
MBD 2013 OFFSHORE, L.P. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact | |
MBD ADVISORS, L.L.C. | |
By: /s/ Jamison Yardley | |
Name: Jamison Yardley | |
Title: Attorney-in-fact |
SCHEDULE I
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, and Mark O. Winkelman, who is a citizen of the Netherlands. Philip R. Berlinski is also a citizen of Belgium and the United Kingdom, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
Name | Present Principal Occupation | |
David M. Solomon | Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. | |
Philip R. Berlinski | Global Treasurer of The Goldman Sachs Group, Inc. | |
M. Michele Burns | Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc. | |
Denis P. Coleman III | Chief Financial Officer of The Goldman Sachs Group, Inc. | |
Drew G. Faust | Professor and Former President of Harvard University | |
Mark A. Flaherty | Former Vice Chairman, Wellington Management Company | |
Sheara J. Fredman | Chief Accounting Officer of The Goldman Sachs Group, Inc. | |
Kimberley D. Harris | Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal | |
Kevin Johnson | Former President and Chief Executive Officer, Starbucks Corporation | |
Ellen J. Kullman | Executive Chair, Carbon, Inc. | |
Brian J. Lee | Chief Risk Officer of The Goldman Sachs Group, Inc. | |
Lakshmi N. Mittal | Executive Chairman of ArcelorMittal S.A. | |
Adebayo O. Ogunlesi | Chairman and Managing Partner of Global Infrastructure Partners | |
Peter Oppenheimer | Former Senior Vice President and Chief Financial Officer of Apple, Inc. | |
John F.W. Rogers | Executive Vice President of The Goldman Sachs Group, Inc. | |
Kathryn H. Ruemmler | Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc. | |
Ericka T. Leslie | Chief Administrative Officer of The Goldman Sachs Group, Inc. | |
Jan E. Tighe | Former Vice Admiral, United States Navy | |
Jessica R. Uhl | Former Chief Financial Officer of Shell plc | |
David A. Viniar | Former Chief Financial Officer of The Goldman Sachs Group, Inc. | |
John E. Waldron | President and Chief Operating Officer of The Goldman Sachs Group, Inc. | |
Mark O. Winkelman | Private Investor |
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing GS Capital Partners VI, GS Capital Partners VI Offshore Fund, GS Capital Partners VI Parallel, GS Capital Partners VI GrnbH, MBD 2011 Holdings, Bridge Street 2011 Offshore, Bridge Street 2011, West Street Energy Partners, West Street Energy Partners Offshore Holding-B, West Street Energy Partners Offshore, MBD 2013 and MBD 2013 Offshore.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy; Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
Name | Present Principal Occupation | |
Richard A. Friedman | Managing Director of Goldman Sachs & Co. LLC | |
Nicole Agnew | Managing Director of Goldman Sachs & Co. LLC | |
Michael Bruun | Managing Director of Goldman Sachs International | |
Joe DiSabato | Managing Director of Goldman Sachs & Co. LLC | |
Bradley J. Gross | Managing Director of Goldman Sachs & Co. LLC | |
Stephanie Hui | Managing Director of Goldman Sachs (Asia) L.L.C. | |
Adrian M. Jones | Managing Director of Goldman Sachs & Co. LLC | |
Michael E. Koester | Managing Director of Goldman Sachs & Co. LLC | |
Scott Lebovitz | Managing Director of Goldman Sachs & Co. LLC | |
Jo Natauri | Managing Director of Goldman Sachs & Co. LLC | |
James Reynolds | Managing Director of Goldman Sachs International | |
David Thomas | Managing Director of Goldman Sachs & Co. LLC | |
Anthony Arnold | Managing Director of Goldman Sachs & Co. LLC | |
Michele Titi-Cappelli | Managing Director of Goldman Sachs International | |
Laurie Schmidt | Managing Director of Goldman Sachs & Co. LLC | |
Milton Millman | Managing Director of Goldman Sachs & Co. LLC | |
Julian Salisbury | Managing Director of Goldman Sachs & Co. LLC | |
Chris Kojima | Managing Director of Goldman Sachs & Co. LLC | |
Harvey Shapiro | Managing Director of Goldman Sachs & Co. LLC | |
Danielle Natoli | Managing Director of Goldman Sachs & Co. LLC | |
Carmine Venezia | Managing Director of Goldman Sachs & Co. LLC | |
Thomas McAndrew | Managing Director of Goldman Sachs & Co. LLC | |
Kenneth Pontarelli | Managing Director of Goldman Sachs & Co. LLC | |
Michael Hui | Managing Director of Goldman Sachs (Asia) L.L.C. | |
Jose Baretto | Managing Director of Goldman Sachs International | |
Leonard Seevers | Managing Director of Goldman Sachs & Co. LLC | |
Gregory Olafson | Managing Director of Goldman Sachs & Co. LLC |
SCHEDULE II-B
The name, position and present principal occupation of each executive officer and director of (i) GSW, (ii) GSCP VI Advisors, the sole general partner of GS Capital Partners VI, (iii) GSCP VI Offshore Advisors, the sole general partner of GS Capital Partners VI Offshore Fund, (iv) GS Advisors VI, the sole general partner of GS Capital Partners VI Parallel, (v) Goldman Sachs Management GP, the sole general partner of GS Capital Partners VI GmbH, (vi) MBD 2011 Offshore Advisors, the sole general partner of MBD 2011 Holdings and Bridge Street 2011 Offshore, (vii) Bridge Street Opportunity Advisors, the sole general partner of Bridge Street 2011, (viii) Broad Street Energy Advisors, the sole general partner of West Street Energy Partners, West Street Energy Partners Offshore Holding-B and West Street Energy Partners Offshore and (ix) MBD Advisors, the sole general partner of MBD 2013 and MBD 2013 Offshore, are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom, Michael Dalton, Michael Watts, Christopher (Chance) Monroe, Kyle Kendall, James Huckaby, Christopher Nelson, Clayton Wilmer, Michael Watts, Cristina Zertuche Wong and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford, Tucker Greene and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr #560, Irvine, CA 92618. The business address of Ryan Kaplan is 10100 Santa Monica Blvd, Los Angeles, CA 90067. The business address of Michael Bruun is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of York Shin Lim Voon Kee, Chan Quet Yew Chan Hon Sen and Teddy Lo Seen Chong is Intercontinental Trust Limited, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius. The business address of Takuma Higuchi is Roppongi Hills Mori Tower, 6-10-1, Roppongi, Minato-ku, Tokyo 106-6147, Japan.
All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Harsh Nanda is a citizen of India; David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada; Michael Bruun is a citizen of Denmark; York Shin Lim Voon Kee and Chan Quet Yew Chan Hon Sen are citizens of the Republic of Mauritius; Takuma Higuchi is a citizen of Japan; and Teddy Lo Seen Chong is a citizen of the Republic of Mauritius and Canada.
NAME | POSITION | PRESENT PRINCIPAL OCCUPATION | ||
Richard A. Friedman |
President | Managing Director of Goldman Sachs & Co. LLC |
||
Nicole Agnew | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Anthony Arnold | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Alex Chi | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Darren Cohen | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Joseph P. DiSabato | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jeffrey M. Fine | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Bradley J. Gross | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Adrian M. Jones | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael E. Koester | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Scott Lebovitz | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
David Miller | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Hillel Moerman | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jo Natauri | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Gregory Olafson | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Kenneth Pontarelli | Vice President | Managing Director of Goldman Sachs & Co. LLC |
Laurie E. Schmidt | Vice President & Treasurer | Managing Director of Goldman Sachs & Co. LLC | ||
Leonard Seevers | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael Ungari | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Vikas Agrawal | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Andre Alfaro | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Daniel Alger | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Patrick Armstrong | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Oksana Beard | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
David Bell | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Allison Beller | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jeffrey Bernstein | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Justin Betzen | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Katherine Bloom | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jeff Boyd | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Steven Budig | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
David Campbell | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Omar Chaudhary | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Alexander Cheek | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
William Chen | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Nora Creedon | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael Dalton | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Dirk Degenaars | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Johanna Diaz | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Terence Doherty | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Ryan Flanagan | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Sebastien Gagnon | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Tucker Greene | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Philip Grovit | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Ashwin Gupta | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jonathan Hunt | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Vivek Kagzi | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Ryan Kaplan | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Kyle Kendall | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Christopher Kojima | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jason Kreuziger | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Lee Levy | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Christina Sun Li | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael Lohr | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Cedric Lucas | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Taylor Mefford | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Mark Midle | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Christopher Monroe | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Antoine Munfa | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Harsh Nanda | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Christopher Nelson | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Joonsung Park | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Jeff Possick | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Andrew Rhee | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Yarojin Robinson | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Brady Schuck | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Mallika Sinha | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Gabriella Skirnick | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Kevin Sterling | Vice President | Managing Director of Goldman Sachs & Co. LLC |
Cleaver Sower | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Sherry Wang | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Gregory Watts | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael Watts | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Letitia Webster | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Mark Wetzel | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Andrew White | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Cristina Zertuche Wong | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
William Y. Eng | Vice President | Vice President of Goldman Sachs & Co. LLC | ||
Scott Kilpatrick | Vice President | Vice President of Goldman Sachs & Co. LLC | ||
Michael Watts | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Clayton Wilmer | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Carey Ziegler | Vice President & Secretary | Managing Director of Goldman Sachs & Co. LLC | ||
David Thomas | Vice President, Assistant Secretary & Assistant General Counsel | Managing Director of Goldman Sachs & Co. LLC | ||
Getty Chin | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC | ||
Daniel Farrar | Vice President & Assistant Treasurer | Vice President of Goldman Sachs & Co. LLC | ||
Kirsten Frivold Imohiosen | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC | ||
Larry Kleinman | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC | ||
Harvey Shapiro | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC | ||
Johanna Volpi | Vice President & Assistant Treasurer | Vice President of Goldman Sachs & Co. LLC | ||
Carrie Gannon | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Scott Mehling | Vice President | Managing Director of Goldman Sachs & Co. LLC | ||
Michael Schramm | Managing Director | Managing Director of Goldman Sachs International | ||
Michael Bruun | Managing Director | Managing Director of Goldman Sachs International | ||
Takuma Higuchi | Vice President | Vice President of Goldman Sachs Japan Co., Ltd. | ||
York Shin Lim Voon Kee | Chief Executive Officer | Chief Executive Officer of Intercontinental Trust Ltd. | ||
Teddy Lo Seen Chong | Finance Director | Finance Director of Intercontinental Trust Ltd. | ||
Chan Quet Yew Chan Hon Sen | Partner | Partner of Andersen (Mauritius) Ltd. |