ReNew Power’s Business Combination With RMG Acquisition Corporation II

Latham & Watkins LLP, Nishith Desai & Associates and Cyril Amarchand Mangladas served as legal advisors to ReNew, while Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to RMG II. Khaitan & Co LLP served as legal advisor to RMG II on Indian legal aspects. Ropes & Gray LLP served as counsel to the placement agents on the PIPE, and Cleary Gottlieb represented Goldman Sachs.ReNew Power Private Limited, India’s leading pure-play renewable energy producer, and RMG Acquisition Corporation II (“RMG II”) (NASDAQ: RMGB) announced the execution of a definitive agreement for a business combination that would result in ReNew becoming a publicly listed company on the NASDAQ.

Upon closing of the transaction, the combined company would be named ReNew Energy Global PLC and would be publicly listed under the symbol “RNW”. The transaction would further bolster ReNew’s leading position in solar and wind energy generation for the Indian market, by funding medium-term growth opportunities, as well as paying down debt.

The transaction is expected to result in net cash proceeds of approximately $1.2 billion (including $855 million PIPE investors), bolstering ReNew’s leading position in the generation of solar and wind renewable power for the Indian market by funding medium-term growth opportunities, as well as paying down debt.

Goldman Sachs is among the existing group of shareholders of Renew Power, who along with existing management will be rolling a majority of their equity into the new company, and are expected to represent approximately 70% of the company ownership upon transaction close. Other shareholders include Canadian Pension Plan Investment Board, Abu Dhabi Investment Authority and JERA.

BofA Securities served as exclusive financial advisor to RMG II, and also acted as lead placement agent on the PIPE.

The Cleary team was led by partners Sam Bagot and Nallini Puri and includes associates Tom Jemson and Surya Banerjee. Partner Hugh Conroy and senior attorney Patrick Fuller provided U.S. regulatory advice. Partner Adam Brenneman, counsel Sarah Lewis, and associate Selene Park provided U.S. corporate and securities advice. Partner Richard Sultman and counsel Jen Maskell provided tax advice.

The Ropes & Gray team was led by capital markets partners Paul Tropp and Christopher Capuzzi and associate Paul Kellogg (all of New York).

Latham & Watkins represented ReNew in the transaction with a corporate team led by Singapore partners Sharon Lau and Rajiv Gupta, Houston partner Ryan Maierson and New York partner David Allinson with New York counsel Kris Desrosiers and Singapore associates Esha Goel and Tommy Tan, Washington, D.C. associate Cierra Warren, and Hong Kong associate Zoe Wong. Advice was also provided on English law by London partners Samuel Newhouse and Christopher Horton with associates Koushik Prasad and Suneel Basson-Bhatoa; on tax matters by New York partner Jiyeon Lee-Lim and London partner Karl Mah with associates Eric Kamerman and Abi Jacobs; and on compensation and benefits by Washington, D.C. partner David Della Rocca with associate Kirk Porter.

Involved fees earner: Sam Bagot – Cleary Gottlieb Steen & Hamilton; Surya Banerjee – Cleary Gottlieb Steen & Hamilton; Adam Brenneman – Cleary Gottlieb Steen & Hamilton; Hugh Conroy Jr. – Cleary Gottlieb Steen & Hamilton; Patrick Fuller – Cleary Gottlieb Steen & Hamilton; Tom Jemson – Cleary Gottlieb Steen & Hamilton; Sarah Lewis – Cleary Gottlieb Steen & Hamilton; Jennifer Maskell – Cleary Gottlieb Steen & Hamilton; Selene Park – Cleary Gottlieb Steen & Hamilton; Nallini Puri – Cleary Gottlieb Steen & Hamilton; Richard Sultman – Cleary Gottlieb Steen & Hamilton; David Allinson – Latham & Watkins; Suneel Basson-Bhatoa – Latham & Watkins; David Della Rocca – Latham & Watkins; Kris Desrosiers – Latham & Watkins; Esha Goel – Latham & Watkins; Rajiv Gupta – Latham & Watkins; Chris Horton – Latham & Watkins; Abigail Jacobs – Latham & Watkins; Eric Kamerman – Latham & Watkins; Sharon Lau – Latham & Watkins; Jiyeon Lee-Lim – Latham & Watkins; Karl Mah – Latham & Watkins; Ryan Maierson – Latham & Watkins; Samuel Newhous – Latham & Watkins; Kirk Porter – Latham & Watkins; Koushik Prasad – Latham & Watkins; Tommy Tan – Latham & Watkins; Cierra Warren – Latham & Watkins; Chun Ting Wong – Latham & Watkins; Christopher Capuzzi – Ropes & Gray; Paul Kellogg – Ropes & Gray; Paul Tropp – Ropes & Gray;

Law Firms: Cleary Gottlieb Steen & Hamilton; Latham & Watkins; Ropes & Gray;

Clients: Bank of America Securities; Goldman Sachs; Morgan Stanley; ReNew Power;

Author: Federica Tiefenthaler