SEC Form SC 13D/A filed by Azure Power Global Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13-d2(a)

(Amendment No. 8)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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).

This amendment No. 8 (“Amendment No. 8”) to Schedule 13D relates to the Schedule 13D filed on October 27, 2016 (the “Original Schedule 13D”) by CDPQ Infrastructures Asia Pte Ltd. (“CDPQ Infrastructures”) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with CDPQ Infrastructures, the “Reporting Persons”) relating to Equity Shares (the “Shares”) issued by Azure Global Power Limited (the “Issuer”). The principal executive offices of the Issuer are located at 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi,110037, India.

Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings set forth in the Original Schedule 13D.

Except as specifically amended by this Amendment No. 8, the Original Schedule 13D is unchanged.

Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A hereto.”

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“On December 27, 2021, CDPQ Infrastructures entered into the Backstop Agreement (as defined below), pursuant to which it agreed, subject to the terms and conditions of the Backstop Agreement, to acquire additional Shares as described in Item 6 of this Amendment No. 8.”

Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:

“The responses to this Item 5 and the information on the cover page are based on their being 48,332,573 Shares outstanding, as of December 23, 2021, as disclosed in the Issuer’s prospectus supplement (the “Prospectus Supplement”), dated December 27, 2021, filed by the Issuer with the Securities and Exchange Commission on December 27, 2021 pursuant to Rule 424 under the Securities Act of 1933.

(a) and (b) As a result of the transactions described in the Original Schedule 13D, as amended, CDPQ Infrastructures is the direct beneficial owner of 24,259,272 Shares, which represents 50.2% of the Issuer’s outstanding Shares. CDPQ, through its ownership of CDPQ Infrastructures, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDPQ Infrastructures.

(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.”

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“Backstop Agreement:

In connection with the Issuer’s rights offering (the “Rights Offering”) described in the Prospectus Supplement, CDPQ Infrastructures and OMERS Infrastructure Asia Holdings Pte. Ltd. (“OMERS”) have each entered into the Backstop Commitment Agreement, dated as of December 27, 2021, with the Issuer (the “Backstop Agreement”).

Under the Backstop Agreement, each of CDPQ Infrastructures and OMERS, severally and not jointly, has agreed with the Issuer to exercise its respective Basic Subscription Rights (as defined in the Backstop Agreement) in full in the Rights Offering.

In addition, under the Backstop Agreement, each of CDPQ Infrastructures and OMERS, severally and not jointly, has committed and agreed with the Issuer (referred to as a “Backstop Commitment”) to purchase its Backstop Entitlement (as defined below) of the aggregate number of Shares, if any, equal to (i) the aggregate number of Shares offered by the Issuer in the Rights Offering pursuant to all Basic Subscription Rights (including any Basic Subscription Rights not issued and/or allocated due to the provisions of applicable state or foreign securities laws), less (ii) the aggregate number of Shares that are subscribed and purchased pursuant to the exercise of the Basic Subscription Rights by all holders of such Basic Subscription Rights (the “Backstop Shares”).

CDPQ Infrastructures and OMERS entitlement (each a “Backstop Entitlement”) to Backstop Shares under the Backstop Commitment shall be equal to: (i) with respect to CDPQ Infrastructures, 60% of the Backstop Shares and (ii) with respect to OMERS, 40% of the Backstop Shares (with any rounding of Backstop Shares to achieve such percentages to be mutually agreed by CDPQ Infrastructures and OMERS).

In addition, the Backstop Agreement provides that the respective Backstop Commitment of each of CDPQ Infrastructures and OMERS depends on the satisfaction of the conditions contained in the Backstop Agreement including:

In addition, the Issuer has agreed to indemnify and hold harmless each of CDPQ Infrastructures and OMERS and each of their directors, officers, shareholders, members, partners, employees and agents from any and all losses, claims and expenses that it or they may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Issuer in the Backstop Agreement or (b) any action instituted against it or them by any shareholder of the Issuer who is not an affiliate of such indemnified person, with respect to any of the transactions contemplated by the Backstop Agreement.

The foregoing summary of the Backstop Agreement described in this Item 6 does not purport to be complete and, as such, is qualified in its entirety by the Backstop Agreement, set forth in Exhibit 99.4 hereto and incorporated in this Item 6 by reference.

Except for the Backstop Agreement, the Subscription Agreement, the Share Purchase Agreement and the Amended Registration Rights Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.”

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: December 27, 2021

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: December 27, 2021

Annex A

CDPQ INFRASTRUCTURES ASIA PTE. LTD

Directors and Officers

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

Directors and Officers

Annex B

Schedule of Transactions

CDPQ INFRASTRUCTURE ASIA PTE. LTD

None.

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

None.