0001104659-21-020910.txt : 20210211 0001104659-21-020910.hdr.sgml : 20210211 20210211185602 ACCESSION NUMBER: 0001104659-21-020910 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621682 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: Ares Special Situations Fund IV, L.P. CENTRAL INDEX KEY: 0001611813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621683 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621684 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: ASOF Holdings I, L.P. CENTRAL INDEX KEY: 0001793549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621685 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: ASOF Investment Management LLC CENTRAL INDEX KEY: 0001793548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621686 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: Ares Management Holdings L.P. CENTRAL INDEX KEY: 0001536937 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621687 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 Holdco LLC CENTRAL INDEX KEY: 0001669983 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621688 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 Holdings Inc. CENTRAL INDEX KEY: 0001620317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21621689 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 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 4 1 a4.xml 4 X0306 4 2021-02-09 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001611813 Ares Special Situations Fund IV, L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001683967 ASSF Operating Manager IV, L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001793549 ASOF Holdings I, L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001793548 ASOF Investment Management LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 Series A Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 14833.5 1000 A 14833.5 I By ASOF Holdings I, L.P. Series A Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 2649 1000 A 2649 I By Ares Special Situations Fund IV, L.P. Series B-1 Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 16970 1000 A 16970 I By ASOF Holdings I, L.P. Series B-1 Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 3030 1000 A 33030 I By Ares Special Situations Fund IV, L.P. Series B-2 Preferred Stock, par value $0.0001 per share 2019-08-30 4 P 0 25000 1000 A 25000 I By ASOF Holdings I, L.P. Series B-2 Preferred Stock, par value $0.0001 per share 2019-08-30 4 P 0 25000 1000 A 25000 I By Ares Special Situations Fund IV, L.P. Series B-3 Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 16225.87 1000 A 71225.87 I By ASOF Holdings I, L.P. Series B-3 Preferred Stock, par value $0.0001 per share 2021-02-09 4 P 0 2898 1000 A 27898 I By Ares Special Situations Fund IV, L.P. On February 3, 2021, Ares Special Situations Fund IV, L.P. ("ASSF IV") and ASOF Holdings I, L.P. ("ASOF" and, together with ASSF IV, the "Ares Purchasers"), entered into a stock purchase agreement (the "SPA") with Infrastructure and Energy Alternatives, LLC ("IEA LLC") and OT POF IEA Preferred B Aggregator, L.P. ("OT POF IEA" and, together with IEA LLC, the "Oaktree Sellers"). Following satisfaction of the conditions contemplated by the SPA, on February 9, 2021, the Ares Purchasers purchased (i) 17,482.50 shares of the Issuer's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), (ii) 20,000 shares of the Issuer's Series B-1 Preferred Stock, par value $0.0001 per share (the "Series B-1 Preferred Stock") and (iii) 19,123.87 shares of the Issuer's Series B-3 Preferred Stock, par value $0.0001 per share (the "Series B-3 Preferred Stock") from the Oaktree Sellers for an aggregate purchase price of $65,975,235.58. Pursuant to the SPA, ASOF purchased (i) 14,833.5 shares of Series A Preferred Stock, (ii) 16,970 shares of Series B-1 Preferred Stock and (iii) 16,225.87 shares of Series B-3 Preferred Stock. Pursuant to the SPA, ASSF IV purchased (i) 2,649 shares of Series A Preferred Stock, (ii) 3,030 shares of Series B-1 Preferred Stock and (iii) 2,898 shares of Series B-3 Preferred Stock. Includes 30,000 shares of Series B-1 Preferred Stock purchased by ASSF IV on May 20, 2019 pursuant to the Equity Commitment Agreement, dated as of May 14, 2019. Such shares of Series B-1 Preferred Stock were unintentionally omitted from the Form 3 filed by the Reporting Persons on November 22, 2019 (the "Form 3"), and are being reported for the first time in this Form 4. See remarks. On August 13, 2019, ASSF IV and ASOF entered into an Equity Commitment Agreement, as amended on August 30, 2019 (the "August 2019 ECA"), pursuant to which each of ASSF IV and ASOF each purchased (i) 25,000 shares of the Issuer's Series B-2 Preferred Stock, par value $0.0001 per share (the "Series B-2 Preferred Stock") and (ii) as previously reported by the Reporting Persons on the Form 3, warrants to purchase 450,000 shares of the Issuer's common stock. The shares of Series B-2 Preferred Stock acquired by the Ares Purchasers on August 30, 2019 pursuant to the August 2019 ECA were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks. Includes 55,000 shares of Series B-3 Preferred Stock purchased by ASOF on November 14, 2019 pursuant to the Equity Commitment Agreement, dated as of October 29, 2019 (the "October 2019 ECA"). Such shares of Series B-3 Preferred Stock were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks. Includes 25,000 shares of Series B-3 Preferred Stock purchased by ASSF IV on November 14, 2019 pursuant to the October 2019 ECA. Such shares of Series B-3 Preferred Stock were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks. 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"). The sole stockholder of Ares Holdings is Ares Management Corporation ("Ares Management"). (continued in footnote 9) 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 of this Form 4, 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. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). (continued in footnote 10) 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 and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 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. The address of each Reporting Person is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. This Form 4 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). The following transactions were unintentionally omitted from the Form 3 and are being reported under Section 16(a) of the Securities Exchange Act of 1934 for the first time on this Form 4: (i) the purchase of 30,000 shares of Series B-1 Preferred Stock by ASSF IV on May 20, 2019, (ii) the purchase of 25,000 shares of Series B-2 Preferred Stock by ASSF IV on August 30, 2019, (iii) the purchase of 25,000 shares of Series B-2 Preferred Stock by ASOF on August 30, 2019, (iv) the purchase of 25,000 shares of Series B-3 Preferred Stock by ASSF IV on November 14, 2019 and (v) the purchase of 55,000 shares of Series B-3 Preferred Stock by ASOF on November 14, 2019. Ares Management LLC and its affiliates designated Matthew Underwood to be appointed to the board of directors of the Issuer, and Mr. Underwood became a director effective March 10, 2020. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Securities and Exchange Act of 1934. See signatures included in Exhibit 99.1 2021-02-11 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/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ASSF OPERATING MANAGER IV, L.P.

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ASOF HOLDINGS I, L.P.

By:	ASOF INVESTMENT MANAGEMENT LLC
Its:	Manager

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ASOF INVESTMENT MANAGEMENT LLC

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory

ARES MANAGEMENT LLC

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES MANAGEMENT HOLDINGS L.P.

By:	ARES HOLDCO LLC
Its:	General Partner

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES HOLDCO LLC

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES HOLDINGS INC.

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES MANAGEMENT CORPORATION

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory

ARES MANAGEMENT GP LLC

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES VOTING LLC

By:	ARES PARTNERS HOLDCO LLC
Its:	Sole Member


/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory


ARES PARTNERS HOLDCO LLC

/s/ Naseem Sagati Aghili
By:	Naseem Sagati Aghili		02/11/2021
Its:	Authorized Signatory