ReNew Files Full Scheme Document for $7.02/Share Take-Private: Rollover, Reorganisation, and Fairness Opinion Disclosed
RNW sits 56% above its 52-week low of $4.385.
Summary
ReNew Energy Global filed the full preliminary Scheme Document for its $7.02 per share take-private by CPP Investments and Sumant Sinha, disclosing the Rollover election, post-closing Reorganisation, Management Compensation Proposal, and the full Rothschild & Co fairness opinion. The Special Committee unanimously recommends the Cash Offer, with a Court Hearing expected in Q1 2027.
Updates
· SEC SC 13E3 — The SC 13E3 includes the Scheme Document dated September 22, 2026, with exhibits such as the Transaction Agreement, fairness opinion, and irrevocable undertakings from JERA Nex and Platinum Cactus.
Key Events · M&A and Partnerships · RNW
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Full Scheme Document Filed
ReNew filed the complete preliminary Scheme Document for the $7.02 per share take-private by CPP Investments and Sumant Sinha, valuing the entire issued share capital at approximately $2.8 billion on a fully diluted basis and implying an enterprise value of approximately $10.2 billion.
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Rollover Election Disclosed
Eligible Scheme Shareholders may elect to retain all (but not some) of their Scheme Shares, subject to a Cutback (200-shareholder limit under Indian law) and a Maximum U.S. Rollover Percentage of 9.0%. Rollover Shareholders will become direct shareholders of ReNew India following the Reorganisation.
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Fairness Opinion and Valuation Ranges
Rothschild & Co delivered a fairness opinion to the Special Committee. Its analyses implied per-share equity value reference ranges of $4.57-$8.80 (dividend discount model), $6.39-$10.89 (North American precedent transactions), and $5.69-$10.26 (Indian precedent transactions), compared to the $7.02 Consideration.
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Management Compensation Proposal
A pool of 9,000,000 new options under the New Incentive Plan will be granted with an exercise price equal to the Consideration, vesting over four years, plus an annual cash-settled liquidity right capped at USD 5,000,000 per annum (rising to USD 10,000,000 if no IPO by the third anniversary).
Analysis · RNW · Energy & Transportation
This SC 13E3 marks the first filing of the complete preliminary Scheme Document for the $7.02 per share take-private of ReNew Energy Global by CPP Investments and Sumant Sinha. While the definitive agreement was announced on August 11, 2026, this filing contains the full terms that shareholders need to vote: the Rollover election (with a 9.0% U.S. cap and 200-shareholder cutback), the post-closing Reorganisation into ReNew India, the Additional Capital Raise, the Management Compensation Proposal (9 million new options), the full Rothschild & Co fairness opinion with implied per-share value ranges of $4.57 to $8.80, and the expected Q1 2027 Court Hearing. The Special Committee unanimously recommends the Cash Offer as fair and reasonable, citing a 12.5% premium to the unaffected price of $6.24 on May 28, 2026. The filing also discloses the New CEO Service Agreement for Sumant Sinha, including a $15 million IPO bonus, and a $10 million expense reimbursement to CPP Investments in certain termination scenarios. This is the definitive disclosure document for a $2.8 billion take-private — the most important filing in the transaction sequence to date.
How filings like this one have moved
In the 30 days to Oct 1, 2026, 41.9% of the 327 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.46%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, RNW was trading at $6.84 on NASDAQ in the Energy & Transportation sector, with a market capitalization of approximately $2.5B. The 52-week trading range was $4.39 to $8.24. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.