0001104659-19-066766.txt : 20191122 0001104659-19-066766.hdr.sgml : 20191122 20191122212537 ACCESSION NUMBER: 0001104659-19-066766 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191114 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Voting LLC CENTRAL INDEX KEY: 0001761656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243253 BUSINESS ADDRESS: STREET 1: C/O ARES MGMT, 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: C/O ARES MGMT, 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Management Corp CENTRAL INDEX KEY: 0001176948 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243254 BUSINESS ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER NAME: FORMER CONFORMED NAME: ARES MANAGEMENT LP DATE OF NAME CHANGE: 20020701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Holdings Inc. CENTRAL INDEX KEY: 0001620317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243255 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Holdco LLC CENTRAL INDEX KEY: 0001669983 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243256 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Management Holdings L.P. CENTRAL INDEX KEY: 0001536937 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243257 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310.201.4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER NAME: FORMER CONFORMED NAME: Ares Management Holdings LLC DATE OF NAME CHANGE: 20111212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARES MANAGEMENT LLC CENTRAL INDEX KEY: 0001259313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243258 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASOF Investment Management LLC CENTRAL INDEX KEY: 0001793548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243259 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR STREET 2: C/O ARES MANAGEMENT CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR STREET 2: C/O ARES MANAGEMENT CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASOF Holdings I, L.P. CENTRAL INDEX KEY: 0001793549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243260 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR STREET 2: C/O ARES MANAGEMENT LLC CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR STREET 2: C/O ARES MANAGEMENT LLC CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASSF Operating Manager IV, L.P. CENTRAL INDEX KEY: 0001683967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243261 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Special Situations Fund IV, L.P. CENTRAL INDEX KEY: 0001611813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191243262 BUSINESS ADDRESS: STREET 1: C/O ASSF MANAGEMETN IV, L.P. STREET 2: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-921-7265 MAIL ADDRESS: STREET 1: C/O ASSF MANAGEMETN IV, L.P. STREET 2: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Infrastructure & Energy Alternatives, Inc. CENTRAL INDEX KEY: 0001652362 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 474787177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6325 DIGITAL WAY STREET 2: SUITE 460 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: (765) 828-2580 MAIL ADDRESS: STREET 1: 6325 DIGITAL WAY STREET 2: SUITE 460 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FORMER COMPANY: FORMER CONFORMED NAME: M III Acquisition Corp. DATE OF NAME CHANGE: 20150902 3 1 a3.xml 3 X0206 3 2019-11-14 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001611813 Ares Special Situations Fund IV, L.P. C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001683967 ASSF Operating Manager IV, L.P. C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001793549 ASOF Holdings I, L.P. C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001793548 ASOF Investment Management LLC C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001259313 ARES MANAGEMENT LLC C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001536937 Ares Management Holdings L.P. C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001669983 Ares Holdco LLC C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620317 Ares Holdings Inc. C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001176948 Ares Management Corp C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001761656 Ares Voting LLC C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 Warrants to purchase Common Stock 0.0001 2019-11-14 Common stock, par value $0.0001 per share 3568750 I See footnotes. Warrants to purchase Common Stock 0.0001 2019-08-30 Common stock, par value $0.0001 per share 900000 I See footnotes. Warrants to purchase Common Stock 0.0001 2019-05-20 Common stock, par value $0.0001 per share 1527560 I See footnotes. The amount reported reflects warrants ("Warrants") exercisable for an aggregate of 1,115,234.38 shares of the Common Stock, par value $0.0001 per share ("Common Stock"), of Infrastructure and Energy Alternatives, Inc. (the "Issuer") held by Ares Special Situations Fund IV, L.P. ("ASSF IV") and Warrants exercisable for an aggregate of 2,453,515.63 shares of Common Stock held by ASOF Holdings I, L.P. ("ASOF"). These Warrants were purchased by ASSF IV and ASOF on November 14, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement (the "October 2019 ECA"), dated as of October 29, 2019, by and among ASSF IV, ASOF, the Issuer and the other parties thereto. The Warrants have no expiration date. Excludes 515,625 shares of Common Stock issuable upon exercise of the Warrants that may be issued to ASSF IV and ASOF in connection with the closings of certain transactions contemplated by the October 2019 ECA, which closings are subject to material conditions that are outside of the control of the Reporting Persons (as defined herein). The manager of ASSF IV is ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV") and the general partner of ASSF Operating Manager IV is Ares Management LLC. The manager of ASOF is ASOF Investment Management LLC ("ASOF Investment Management"), and the sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"). (continued in footnote 4) The sole stockholder of Ares Holdings is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date hereof, the holders of the Class B Common Stock and the Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. (continued in footnote 5) The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Reporting Persons, other than ASSF IV and ASOF with respect to the Common Stock issuable upon exercise of the Warrants to purchase Common Stock held directly by them, (continued in footnote 6) and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Each Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein. The amount reported reflects Warrants exercisable for an aggregate of 450,000 shares of Common Stock held by ASSF IV and Warrants exercisable for an aggregate of 450,000 shares of Common Stock held by ASOF. These Warrants were purchased by ASSF IV and ASOF on August 30, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement, dated as of August 13, 2019, by and among ASSF IV, ASOF, the Issuer and the other parties thereto. The Warrants have no expiration date. The amount reported reflects Warrants exercisable for an aggregate of 1,527,560 shares of Common Stock held by ASSF IV. These Warrants were purchased by ASSF IV on May 20, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement, dated as of May 14, 2019, by and among ASSF IV, the Issuer and the other parties thereto. The Warrants have no expiration date. This Form 3 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same transactions described above. (1 of 2) See signatures included in Exhibit 99.1 2019-11-22 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

List of Joint Filers and Signature Page

	ARES SPECIAL SITUATIONS FUND IV, L.P.

By:	ASSF OPERATING MANAGER IV, L.P.
Its:	Manager

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ASSF OPERATING MANAGER IV, L.P.

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ASOF HOLDINGS I, L.P.

By:	ASOF INVESTMENT MANAGEMENT LLC
Its:	Manager

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ASOF INVESTMENT MANAGEMENT LLC

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES MANAGEMENT LLC

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES MANAGEMENT HOLDINGS L.P.

By:	ARES HOLDCO LLC
Its:	General Partner

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES HOLDCO LLC

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES HOLDINGS INC.

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES MANAGEMENT CORPORATION

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES VOTING LLC

By:	ARES PARTNERS HOLDCO LLC
Its:	Sole Member

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES MANAGEMENT GP LLC

	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory

	ARES PARTNERS HOLDCO LLC


	/s/ Michael Weiner		11/22/2019
By:	Michael Weiner
Its	Authorized Signatory