Renew Energy Global Plc · NASDAQ:RNW
Renew Energy Global — ReNew Power — SPAC Merger (March 2021)
48 slides from Renew Energy Global's SPAC merger presentation, Mar 11, 2021
Slide 1: India's Premier Renewable Energy Company
India’s Premier Renewable Energy Company Filed by ReNew Energy Global Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: RMG Acquisition Corporation II Commission File No. 001-39776
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR IN OR INTO OR FROM THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL INVESTORS AS DEFIN
Slide 3: Disclaimer (Cont'd)
Disclaimer (Cont’d) Confidential Information The information contained in this presentation is confidential and being provided to you solely for the purpose of assisting you in familiarizing yourself with RMG II and ReNew in connection with their proposed business combination. This presentation is b
Slide 4: Largest Pure-Play Renewable Company in India and One of the Largest in the World
Largest Pure-Play Renewable Company in India and One of the Largest in the World Compounded annual EBITDA growth rate projected to exceed 30% through 2025(1) Company Vision To build the best renewable energy company in the world (1) Source: Company financial forecast for FY2021-2025 S&P Global Platt
Slide 5: About Presenters
D Muthukumaran Chief Financial Officer Kailash Vaswani President, Corporate Finance Bob Mancini RMG CEO and Director About Presenters Sumant Sinha Founder, Chairman and Managing Director Over ~30 years of experience, COO -Suzlon; Founder & CEO - Aditya Birla Retail; Group CFO - Aditya Birla Group; p
Slide 6: RMG Acquisition Corp. II Overview
RMG Acquisition Corp. II (“RMG II”) is NASDAQ listed SPAC which completed its $345MM IPO on December 14, 2020 RMG II management team has significant public company board experience (NYSE, NASDAQ, and TSX) The team consummated a business combination with Romeo Power (NYSE: RMO) in December 2020 throu
Slide 7: ReNew: India's Largest Renewable Energy Company
ReNew: India’s Largest Renewable Energy Company Source : Company information and financial forecast Notes: Fiscal Year Ending is March 31. Exchange rate (US$/INR): 75 Based on operational capacity Excluding 300 MW operating solar project. Company has entered into an agreement to sell the same and tr
Slide 8: Transaction Overview
Transaction Overview Source: Company information and financial forecast, peer company public filings, and FactSet Committed capacity includes capacity under LOA where PPA has not yet been signed Excluding 300 MW operating solar project. Company has entered into an agreement to sell the same and tran
Slide 9: Robust Business Model Underpinned by Differentiated Strategy and Superior Execution Capabilities
Robust Business Model Underpinned by Differentiated Strategy and Superior Execution Capabilities India’s largest renewable energy provider End-to-end project capabilities (EPC, land acquisition, self O&M, digital and analytics) Intelligent energy solutions and services (storage, round the clock, ene
Slide 10: Key Highlights of ReNew
Track Record of Disciplined Underwriting with Strong Focus on Risk Adjusted Returns Key Highlights Of ReNew Massive Addressable Renewable Market Opportunity with Enormous Growth Potential 1 End-to-End Value Chain Capabilities with Expertise in Intelligent Energy Solutions 4 Stable, Contracted and Di
Slide 11: One of the Largest Renewable Markets Globally
One of the Largest Renewable Markets Globally with Renewables Penetration Poised to Increase Even Under High Demand Growth Environment(3) Massive Anticipated Clean Energy Opportunity in One of the Fastest Growing Markets Data from Ministry of Power for FY15-20, Report on Optimal Capacity Mix for 202
Slide 12: Renewable Energy is the Future of Electricity Supply in India
Source: Bloomberg NEF Note: The values for grid investments are only for poles, wires, substations and transformers; sourced from BNEF Source: Deloitte: The Evolving Energy Landscape in India report; Grid Parity occurs when a technology's levelized cost of electricity ("LCOE") is less than or equal
Slide 13: India Requires 300+ GW of Additional Renewable Capacity by 2030
Roadmap to RE Target by 2030 (GW) Source: Commissioned Capacity as of 30 November 2020 based on Central Electricity Authority, FDI in Renewable Sector in India from Ministry of Commerce & Industry, Company information for Pipeline Capacity Notes: Commissioned capacity also includes 15 GW of other Re
Slide 14: One of The Largest Clean Energy Utilities Globally
One of The Largest Clean Energy Utilities Globally Net Capacity in MW (Operational + Committed) #12 (1) #1 (2,3) (2,3) (2) (3) (2,3) (2,3) China Longyuan China Datang Source: Company information and peer company public filings Note: Committed capacity expected to be commissioned by Dec’ 22. Global p
Slide 15: ReNew has Successfully Grown its Capacity 2.7x Since FY2017
ReNew has Successfully Grown its Capacity 2.7x Since FY2017 vs Industry Growth of 1.5x Source: Company information, data and financial forecast Note: Solar capacity includes distributed solar. Excludes Ostro assets; acquisition completed in April 2018 Operational capacity as of March 31, 2020 Commit
Slide 16: ReNew's Scale Provides Competitive Edge in Fast Evolving Market
Ability to negotiate favourable terms from OEMs and other suppliers Technical expertise, track record and scale to win complex bids Managing cost of capital which enhances cost competitiveness Pan-India presence to identify potential opportunities Active role in policy advocacy Access to data – 5.4G
Slide 17: Highly Diversified Portfolio of Assets
1,346 MW 736 MW 3,058 MW 2,485 MW 777 MW 578 MW 100 MW 560 MW 100 MW Solar – 4.7 GW Wind – 5.2 GW Source: Company information and data; As of 31st December, 2020 Excludes 300 MW operating solar project owned by the Company, for which the Company has entered into a sale agreement; transaction has not
Slide 18: Stable and Long-term Contracted Cash Flows with High Quality Counterparties
Stable and Long-term Contracted Cash Flows with High Quality Counterparties 3 Long Term PPAs Provide Stable Cash Flows High Quality Counterparty Mix(2) Source: Company information and data; As of December 2020 Weighted by capacity Maharashtra includes MSEDCL; Karnataka includes BESCOM, MESCOM, HESCO
Slide 19: End-to-End Value Chain Capabilities
Wind farms selection done jointly by Wind Resource and PD teams Access to multiple data sources such as ReNew’s own 108 met-masts(1) spread across 8 states, performance data from 5.3GW operating assets, OEM data, reliable public data from multiple agencies Met masts planned deployment across multipl
Slide 20: Pioneer in Providing Intelligent Energy Solutions
Pioneer in Providing Intelligent Energy Solutions and Value-Enhancing Capabilities in India Capability to provide fixed power + on-demand schedulable peak power Solves a key issue for state utilities in terms of optimal peak power servicing capability Round The Clock (RTC) and peak power projects to
Slide 21: Strong Track Record of Disciplined Bidding Focused on Profitable Growth
Strong Track Record of Disciplined Bidding Focused on Profitable Growth Strict Underwriting has led to Disciplined Bidding Over the Years Resulting in Compelling Risk Adjusted Returns (1) Source: Company information and data as of December 2020 Capacity Bid by ReNew Since FY18 Note: Solar excludes m
Slide 22: Strong Sustainability Practices
6Strong Sustainability Practices Under Emerging Market Footprint Lighting Lives ReNew Women India Initiative (ReWIN) ReNew Scholarship for Exceptional Talent (ReSET) An initiative focussing on last mile electrification of schools with less than 3 hours of electricity through solar energy, thereby ch
Slide 23: Led by a Visionary Founder and a Highly Experienced Management Team
Previously Head - Group Corporate Finance at Aditya Birla Group, CEO at Aditya Birla Private Equity, Corporate Finance in Lazard and Deloitte Previously worked with CLP Wind Farms (India) and Enercon India Previously worked as Chief Projects Officer at Suzlon Energy, Pune and Business Head at Sterli
Slide 24: Visible capacity growth from committed pipeline
Visible capacity growth from committed pipeline Source: Company information and financial forecast Notes: Solar capacity includes distributed solar; FY ends on March 31 of the same year Ecludes Ostro assets; Acquisition completed in April, 2018 Operational capacity as of March 31, 2020 Committed Cap
Slide 25: Financial Overview
| Financial Overview
Slide 26: Track Record of Efficient Capital Raising from Diverse Sources of Funding
Source: Company information and data Notes: Includes Compulsory Convertible Preference Shares. Based on actual USD amount raised 1 USD = 75 INR Senior USD Green Bonds stated based on the actual USD amount raised Does not include anticipated proceeds from SPAC transaction and PIPE Track Record of Eff
Slide 27: Strong Financial Profile
Strong Financial Profile Installed Capacity Revenue(2) EBITDA(2) Source: Company financial forecast. CAGR shown for FY21-FY25 period. Note: FY represents fiscal year ending March 31; INR numbers converted to USD at 1 USD = 75 INR EBITDA from committed assets is net of corporate overhead Revenue and
Slide 28: Transaction Overview
Transaction Overview Anticipated Pro Forma Capitalization and Ownership Transaction Structure RMG II and ReNew anticipate filing an F-4 / proxy statement in March 2021 The transaction would thereafter be expected to close in Q2 2021 Valuation Transaction reflects a $4,370MM post-money equity valuati
Slide 29: Public Comparables
Public Comparables Indian Peer North American Peers European Peers Integrated renewable platform that develops, owns and operates renewable assets Organic growth story Similar global ESG tailwinds Some with limited stock coverage Primarily global geographic approach Premier renewable energy owner an
Slide 30: Benchmarking ReNew's Financial Profile vs. Public Comparables
Benchmarking ReNew’s Financial Profile vs. Public Comparables Source: ReNew Company data, public company filings and FactSet as of February 19, 2021 Note: ReNew and Azure metrics based on fiscal year ending March 31; metrics for other peers represent fiscal year ending December 31 Renew & Azure metr
Slide 31: Peer Valuation Benchmarking
Peer Valuation Benchmarking Current NTM EV/EBITDA Multiples(1) Source: Renew Company data, public company filings and FactSet as of February 19, 2021 Based on EBITDA for NTM period starting February 19, 2021 Represents average daily NTM EV/EBITDA over one year period ending February 19, 2021 Adani G
Slide 32: Compelling Valuation for Investors
Compelling Valuation for Investors NTM EBITDA(1) Comparable Median Implied Future Enterprise Value Premium to Deal Value $811MM 15.6x $12.8Bn 111% Source: Renew Company data, public company filings and FactSet as of February 19, 2021 Notes: Valuation as of March 31, 2021 EBITDA for fiscal year endin
Slide 33: RECAP: ReNew is the Leading Renewable Energy Player in a Rapidly Growing Market
RECAP: ReNew is the Leading Renewable Energy Player in a Rapidly Growing Market ReNew with 9.9 GW(2) committed, diversified, and high quality portfolio is the largest renewable energy company(1) in the country and one of the largest globally End-to-end project value chain capabilities with in house
Slide 34: Risk Factors
Risk Factors Risks Relating to the Business and Industry The COVID-19 pandemic’s adverse impacts on our business, financial position, results of operations, and prospects could be significant. There are a limited number of purchasers of utility scale quantities of electricity, which exposes us and o
Slide 35: Risk Factors (cont'd)
Risk Factors (cont’d) We face competition from conventional and other renewable energy producers. We are required to comply with anti-corruption laws and regulations of the United States government, United Kingdom and India. The implementation of compliance procedures and related controls may be tim
Slide 36: Appendix: India Renewable Sector Overview
Appendix: India Renewable Sector Overview
Slide 37: Proposed Amendments in Indian Regulatory Framework
Proposed Amendments in Indian Regulatory Framework Aimed at Reforming Distribution Sector and Promoting Adoption of Renewables Amendments to Electricity Act and National Tariff Policy Proposed to Promote Competition and Efficiency National Tariff Proposed Policy 2016 1. Renewable Purchase Obligation
Slide 38: Evolution of Indian Renewable Energy Sector
Evolution of Indian Renewable Energy Sector Source: CEA, IHS Markit: India Power Market Profile (June 2020) Mandating states to set renewable purchase obligation (RPO) target Initial incentives and policies introduced. FITs for wind first introduced in states FITs varying between $48/MWh and $78/MWh
Slide 39: Institutions at the National and State Levels
Institutions at the National and State Levels Share the Power and Responsibility to Develop the Renewable Power Sector Policy and Planning Central Electricity Authority Ministry of Power NITI Aayog Ministry of New and Renewable Energy State Renewable Energy Development Agencies Procurement Agencies
Slide 40: Emerging Technologies – Offshore Wind and Energy Storage
Emerging Technologies – Offshore Wind and Energy Storage Expected to Take-off Soon Source: IHS Markit: India Power Market Profile (June 2020) Demand for energy storage has increased in the past few years with over 4.7 GW of tenders since 2017 In January 2020, SECI successfully closed a 1.2 GW renewa
Slide 41: Counterparty Overview and Asset Breakdown
Counterparty Overview and Asset Breakdown Offtaker Profile Offtaker Capacity % Rating(2) SECI 44.5% AA+ MSEDCL 10.0% A APSPDCL 7.9% B+ MPPMCL 5.9% - GUVNL 4.8% A Other Central Affiliates(1) 4.8% B Other States 22.1% Total Committed Portfolio Technology Project Stage PPA Counterparty Source: Company
Slide 42: Drivers of ESG at ReNew
Drivers of ESG at ReNew Initiatives ESG Impact Category Status Environment Well defined ESG Policy Planning site climate vulnerability assessment Zero environmental related fines or penalties in FY19/20 Commitment to be water neutral by 2025 Commitment to achieving “Net Zero” by 2050 No Plastic Poli
Slide 43: Structural Overview
Structural Overview Existing Structure Proposed Structure Minority Shareholders ReNew Power Private Limited (“RPPL”) NewCo Majority Shareholders New PIPE Investors India Minority Shareholders(1) RPPL Majority Shareholders Offshore India Offshore SPAC Sponsor & Investors Represents ~9.6% ownership of
Slide 44: FCF Modelling Guidelines
FCF Modelling Guidelines
Slide 45: Disclaimer
Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR IN OR INTO OR FROM THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL INVESTORS AS DEFIN
Slide 46: Disclaimer (Cont'd)
Disclaimer (Cont’d) Confidential Information The information contained in this presentation is confidential and being provided to you solely for the purpose of assisting you in familiarizing yourself with RMG II and ReNew in connection with their proposed business combination. This presentation is b
Slide 47: Free Cash Flow Modelling Guidelines
Free Cash Flow Modelling Guidelines Key Assumptions We are providing rule of thumb assumptions for key line items that enable investors to project levered cash flows, starting with EBITDA and capex assumptions noted in the management presentation Interest Rate: Assume average interest rate of ~10% b
Slide 48: Operating and Levered Free Cash Flow Projections
Operating and Levered Free Cash Flow Projections Free Cash Flow Projections Based on Modelling Guidelines Source: Company information Note: FY represents fiscal year ending March 31; INR numbers converted to USD at 1 USD = 75 INR Assumes no cash taxes as a simplifying assumption. 1 2 3 4 1 2 3 4 THI