Filing Details

Accession Number:
0001387131-23-003190
Form Type:
13D Filing
Publication Date:
2023-03-08 19:00:00
Filed By:
Goldman Sachs Group Inc
Company:
Renew Energy Global Plc
Filing Date:
2023-03-09
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
The Goldman Sachs Group, Inc 0 1 0 1 1 0%
Goldman Sachs Co 0 1 0 1 1 0%
GS Wyvern Holdings Limited 0 1 0 1 1 0%
GS Capital Partners VI Fund 0 0.3 0 0.3 0.3 0%
GSCP VI Advisors 0 0.3 0 0.3 0.3 0%
GS Capital Partners VI Offshore Fund 0 0.3 0 0.3 0.3 0%
GSCP VI Offshore Advisors 0 0.3 0 0.3 0.3 0%
GS Capital Partners VI Parallel 0 0.1 0 0.1 0.1 0%
GS Advisors VI 0 0.1 0 0.1 0.1 0%
GS Capital Partners VI GmbH Co. KG 0 0.0 0 0.0 0.0 0%
Goldman, Sachs Management GP GMBH 0 0.0 0 0.0 0.0 0%
MBD 0 0.0 0 0.0 0.0 0%
MBD 0 0.0 0 0.0 0.0 0%
Bridge Street 0 0.0 0 0.0 0.0 0%
Bridge Street Opportunity Advisors 0 0.0 0 0.0 0.0 0%
Bridge Street 0 0 0 0 0 0%
West Street Energy Partners 0 0.1 0 0.1 0.1 0%
Broad Street Energy Advisors 0 0.2 0 0.2 0.2 0%
West Street Energy Partners Offshore Holding-B 0 0.0 0 0.0 0.0 0%
West Street Energy Partners Offshore 0 0.0 0 0.0 0.0 0%
MBD 0 0 0 0 0 0%
MBD Advisors 0 0 0 0 0 0%
MBD 0 0 0 0 0 0%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 9)*

 

 

 

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 8, 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.

 

 

 

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.

 

 

 

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

 

    8.  

Shared Voting Power

 

    9.  

Sole Dispositive Power

 

  10.     

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12.  

Check if the Aggregate Amount In Row (11) Excludes Certain Shares

 

☐ 

13.  

Percent of Class Represented by Amount in Row 11

 

0%

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.

 

 

 

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

 

    8.  

Shared Voting Power

 

0.36 

    9.  

Sole Dispositive Power

 

  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%

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.

 

 

 

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

 

    8.  

Shared Voting Power

 

0.36 

    9.  

Sole Dispositive Power

 

  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%

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.

 

 

 

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

 

    8.  

Shared Voting Power

 

0.30 

    9.  

Sole Dispositive Power

 

  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%

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.

 

 

 

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.

 

 

 

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

 

    8.  

Shared Voting Power

 

0.10 

    9.  

Sole Dispositive Power

 

  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.

 

 

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.

 

 

 

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.

 

 

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.

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

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.

 

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.

 

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.

 

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.

 

 

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.

 

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.

 

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.

 

 

This Amendment No. 9 (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, September 30, 2022 and as further amended on March 3, 2023 (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.

 

This Amendment is the final amendment to the Schedule 13D and constitutes an “exit filing” for the GS Reporting Persons.

 

Item 2.Identity and Background

 

The response set forth in Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule II-B in its entirety and replacing it with Schedule II-B attached.

 

Item 4. Purpose of Transaction

 

This Amendment amends Item 4 of the Original Schedule 13D to delete the paragraphs after the seventh paragraph under “Sales of Shares” in their entirety and replace them with the following:

 

On March 8, 2023, pursuant to a sale and purchase agreement dated March 2, 2023, by and between CPPIB and GSW (the “Fourth Sale and Purchase Agreement”), GSW sold 55,958,780 Class C Depositary Receipts representing 55,958,780 Class C Shares to CPPIB in a privately negotiated transaction (the “Fourth Sale and Purchase” and, together with the First Sale and Purchase, the Second Sale and Purchase and the Third Sale and Purchase, the “Sales and Purchases”) at a purchase price of $4.80 per Class C Depositary Receipt. The Class C Shares represented by the Class C Depositary Receipts that GSW sold to CPPIB pursuant to the Fourth Sale and Purchase Agreement were not automatically re-designated as Class A Shares upon the transfer to CPPIB. 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 Shelf Sales and the Sales and Purchases described above, GSW ceased to beneficially own any Class C Shares and retains 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 has 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 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 has 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 has 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 (incorporated by reference to Exhibit 99.31 to the Original 13D).

 

 

 

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 9, 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 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, 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  
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.