SEC Form SC 13D/A filed by Azure Power Global Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
AZURE POWER GLOBAL LIMITED
(Name of Issuer)
Equity Shares, $0.000625
(Title of Class of Securities)
V0393H103
(CUSIP Number)
Adam Schwartzman
Ruth Horowitz
Infrastructure and Natural Resources
International Finance Corporation
IFC GIF Investment Company I
IFC Global Infrastructure Fund, LP
IFC Global Infrastructure (GP) LLC
2121 Pennsylvania Avenue, NW
Washington, District of Columbia 20433
United States
(202) 473-9503
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 5, 2021
(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 §§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 § 240.13d-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 (“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).
| SCHEDULE 13D
| ||
| CUSIP No. V0393H103 | ||
| 1 |
NAME OF REPORTING PERSONS
International Finance Corporation** | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
International Organization established by Articles of Agreement among its Member Countries | |||||
| 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
Not Applicable. | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| ** | International Finance Corporation (“IFC”) is an international organization established by Articles of Agreement among its member countries, including the United States, and as such, enjoys certain immunities, privileges and exemptions, including the freedom of all of its property and assets from restrictions, regulations, controls and moratoria of any nature. The voluntary provision by IFC of the following information does not in any way constitute or imply a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable law. |
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| SCHEDULE 13D
| ||
| CUSIP No. V0393H103 | ||
| 1 |
NAME OF REPORTING PERSONS
IFC GIF Investment Company I | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK BOX 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
Not Applicable. | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
3
| SCHEDULE 13D
| ||
| CUSIP No. V0393H103 | ||
| 1 |
NAME OF REPORTING PERSONS
IFC Global Infrastructure Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
Not Applicable. | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
4
| SCHEDULE 13D
| ||
| CUSIP No. V0393H103 | ||
| 1 |
NAME OF REPORTING PERSONS
IFC Global Infrastructure (GP) LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
Not Applicable. | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
5
ITEM 1. SECURITY AND ISSUER
This amendment no. 7 (“Amendment No. 7”) to Schedule 13D relates to the Schedule 13Ds filed by the Reporting Persons on October 21, 2016, as amended from time-to-time (as amended, the “Original Schedule 13Ds”). This Amendment No. 7 relates to the equity shares at $0.000625 par value per share (the “Equity Shares”), of Azure Power Global Limited, a public company limited by shares incorporated in Mauritius on January 30, 2015 (the “Issuer”), with its principal executive offices located at 5th Floor, Southern Park, D-II, Saket Place, Saket, New Delhi 110017, India. The Equity Shares are listed on the New York Stock Exchange under the ticker symbol “AZRE.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13Ds. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Except as specifically set forth in this Amendment No. 7, the Original Schedule 13Ds are unchanged.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Schedule 13Ds are hereby amended to add the following information for updating:
The transactions contemplated by the Agreement as previously disclosed were consummated on August 5, 2021. As a result, the Reporting Persons ceased to beneficially own any Equity Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13Ds are hereby amended and restated to read in full as follows:
(a) -(b) The Reporting Persons ceased to beneficially own any Equity Shares.
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(c) The information reported in Item 4 above is incorporated herein by reference.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Equity Shares.
(e) As a result of the transactions described herein, on August 5, 2021 the Reporting Persons ceased to beneficially own any Equity Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit 1 | Shareholders Agreement by and among the Issuer, IFC, GIF Fund and the other shareholders named therein (incorporated by reference from Exhibit 10.3 to Amendment No. 1 to Form F-1 filed on March 1, 2016). | |
| Exhibit 2 | Form of Registration Rights Agreement by and among the Issuer, IFC, GIF Fund and the other shareholders named therein (incorporated by reference from Exhibit 10.8 to Amendment No. 5 to Form F-1 filed on June 30, 2016). | |
| Exhibit 3 | Joint Filing Agreement dated August 12, 2021, by and among GIF Fund, GIF, GP and Manager. | |
| Exhibit 4* | Stock Purchase Agreement, dated July 29, 2021, by and among IFC, GIF Fund, GIF and the Purchaser (incorporated by reference from Exhibit 4 to Amendment No. 6 to Schedule 13D filed on July 30, 2021). | |
| * | Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. |
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:
| August 12, 2021 | INTERNATIONAL FINANCE CORPORATION | |
| /s/ Adam Schwartzman | ||
| Signature | ||
| Name: Adam Schwartzman | ||
| Title: Portfolio Manager, Infrastructure, East Asia and Pacific | ||
| IFC GIF INVESTMENT COMPANY I | ||
| /s/ Ruth Horowitz | ||
| Signature | ||
| Name: Ruth Horowitz | ||
| Title: Authorized Signatory | ||
| EXECUTED for and on behalf of IFC GLOBAL INFRASTRUCTURE FUND, LP acting by its general partner IFC GLOBAL INFRASTRUCTURE FUND (GP) LLC By: IFC ASSET
MANAGEMENT COMPANY | ||
| /s/ Ruth Horowitz | ||
| Signature | ||
| Name: Ruth Horowitz | ||
| Title: Authorized Signatory | ||
| IFC GLOBAL INFRASTRUCTURE FUND (GP) LLC By: IFC
ASSET MANAGEMENT COMPANY | ||
| /s/ Ruth Horowitz | ||
| Signature | ||
| Name: Ruth Horowitz | ||
| Title: Authorized Signatory | ||