ReNew Power, India’s largest producer of renewable energy, has decided to enter the U.S. market by merging a special acquisition company (SPAC) estimated at about $ 8 billion. ReNew, which supports the Goldman Sachs Group, has entered into a merger agreement with RMG Acquisition Corporation II (RMG II) and the joint venture would be publicly listed on the Nasdaq, a U.S. stock exchange. The deal is expected to close in the second quarter of 2021, subject to normal closing conditions.
Upon completion of the deal, the combined company would be renamed ReNew Energy Global PLC and would be publicly listed on the Nasdaq under a new label symbol, RNW.
The transaction would further strengthen ReNew’s leading position in solar and wind energy production for the Indian market, by financing medium-term growth opportunities as well as paying off debt, the company said in a statement.
According to the company, the pro forma consolidated and fully diluted market capitalization of the combined entity would be approximately $ 4.4 billion, assuming that no shareholder of RMG II exercises its redemption rights. Gross cash income is estimated at approximately $ 1.2 billion, consisting of $ 855 million from private equity investment (PIPE) and approximately $ 345 million in cash owned by RMG II, prior to any adjustments due to potential redemptions by the shareholders of RMG II.
Proceeds from the IPO will be used to support ReNew’s growth strategy, including building its contracted capacity to generate electricity from renewable sources, as well as to reduce debt. ReNew’s management and its current shareholder group, including Goldman Sachs, the Canadian Pension Plan Committee (CPP Investments), the Abu Dhabi Investment Authority (ADIA) and JERA Co., Inc. (JERA), among others, who jointly own Danas will invest 100 percent of ReNew in most of its capital in the new company and is expected to represent approximately 70 percent of the company’s effective ownership after the transaction closes.
The company said ReNew’s leadership will remain intact, and Sumant Sinha will be the chairman and CEO of the combined company, overseeing its strategic growth and expansion initiatives.
The combined board of directors will include representatives of existing shareholders of ReNew, RMG II, and independent directors. Bob Mancini will be appointed a member of RMG II to the board, it is said. Other board meetings will be held before closing, ReNew added.
The transaction was approved by the board of directors of both ReNew and RMG II. Completion of the proposed transaction is subject to normal closing conditions, including the approval of the Indian Competition Commission and the shareholders of RMG II.
Goldman Sachs (India) Securities and Morgan Stanley India Company serve as financial advisors to ReNew regarding the business combination. Morgan Stanley & Co. LLC acts as an agent for the joint placement of RMG II on PIPE. Latham & Watkins LLP, Nishith Desai & Associates and Cyril Amarchand Mangladas serve as ReNew’s legal advisors. BofA Securities serves as the exclusive financial advisor for RMG II, and also acts as the lead placement agent for PIPE. Skadden, Arps, Slate, Meagher & Flom LLP serves as the legal advisor to RMG II. Khaitan & Co. LLP serves as RMG II’s legal advisor for Indian legal aspects. Ropes & Gray LLP serves as an advisor to setup agents at PIPE.
RMG Acquisition Corporation II is a blank company established for the purpose of a merger, acquisition, exchange of shares, acquisition of assets, purchase of shares, reorganization or other similar business combination with one or more companies. RMG II raised $ 345 million through its IPO on December 14, 2020, which increased due to high demand and included the option of full over-granting of insurance.
Founded in 2011, ReNew is India’s leading producer of Independent Renewable Energy (IPP) and among the 15 largest renewable IPPs globally, with a portfolio of more than 100 wind and solar operating projects spanning 9 Indian state. The company also owns and manages distributed solar energy projects for more than 150 commercial and industrial customers across India.