SEC Form SC 13D/A filed by ReNew Energy Global plc (Amendment)

 

 

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 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   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 0
				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 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   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 Amendment 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		Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.18 to the Original Schedule 13D).
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).
99.30		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).
99.31		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.