0000899243-19-014355.txt : 20190522 0000899243-19-014355.hdr.sgml : 20190522 20190522182026 ACCESSION NUMBER: 0000899243-19-014355 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190520 FILED AS OF DATE: 20190522 DATE AS OF CHANGE: 20190522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847140 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847141 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. CENTRAL INDEX KEY: 0001732445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847142 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP, LLC CENTRAL INDEX KEY: 0001499005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847143 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847144 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847145 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847146 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 19847147 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-20 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001732445 OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Series B Preferred Stock, par value $0.0001 2019-05-20 4 A 0 20000 A 20000 I See footnotes Warrants 0.0001 2019-05-20 4 A 0 1018374 A Common Stock 1018374 1018374 I See footnotes Represents shares of Series B Preferred Stock issued on May 20, 2019 pursuant to that certain Amended and Restated Equity Commitment Agreement, dated as of May 20, 2019 (the "Equity Agreement"), to OT POF IEA Preferred B Aggregator, L.P. ("Preferred B Aggregator"), which may be deemed to be indirectly held by the Reporting Persons. Pursuant to the Equity Agreement, Preferred B Aggregator purchased 20,000 shares of Series B Preferred Stock and 1,018,374 warrants to purchase the Issuer's common stock ("Warrants") from Infrastructure and Energy Alternatives, Inc. (the "Issuer") for an aggregate purchase price of $20,000,000. The general partner of Preferred B Aggregator is OT POF IEA Preferred B Aggregator GP, LLC ("Preferred B Aggregator GP"). The managing member of Preferred B Aggregator GP is Oaktree Power Opportunities Fund III Delaware, L.P. The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. is Oaktree Fund GP, LLC. The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly appointed manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC (collectively, the "Reporting Persons"). (cont'd in FN 5) Oaktree Capital Group Holdings GP, LLC is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank and Jay S. Wintrob (the "OCGH GP Members"). Each OCGH GP Member expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Concurrently with the filing of this Form 4, Preferred B Aggregator and OT POF IEA Preferred B Aggregator GP, LLC, in its capacity as Preferred B Aggregator's general partner, are filing a Form 3. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Represents the Warrants issued pursuant to the Equity Agreement to Preferred B Aggregator, which may be deemed indirectly held by the Reporting Persons. The Reporting Persons may be deemed to be indirectly issued additional Warrants depending upon the Issuer's EBITDA, as defined in the Equity Agreement (calculated on a last twelve month basis) on the last calendar day of each month during the twelve month period commencing on the first anniversary of the closing date of the Equity Agreement and ending on the second anniversary of the closing date. (Continued from Footnote 9) The Reporting Persons may also be deemed to be indirectly issued additional Warrants upon the conversion of the Issuer's Series A Preferred Stock, to the extent additional shares of common stock are issued pursuant to that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Issuer, IEA Energy Services, LLC, Infrastructure and Energy Alternatives, LLC, and the other parties thereto, and in the event of certain other warrants and equity rights. Warrants are currently exercisable and have no expiration date. As a result of Messrs. Ian Shapiro's and Peter Jonna's positions as Managing Director and Senior Vice President, respectively, of Oaktree Capital Management, L.P, an affiliate of Oaktree Capital Group Holdings GP, LLC, and directors of the Issuer, the Reporting Persons may be deemed directors by deputization See Signatures included in Exhibit 99.1 2019-05-22 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

     This statement on this Form 4 is filed jointly be each of the undersigned.
The principal business address of each of the reporting persons is 333 South
Grand Avenue, 28th Floor, Los Angeles, California 90071.

Name of Designated Filer: Oaktree Capital Group, LLC
Date of Event Requiring Statement: May 20, 2019
Issuer Name: Infrastructure and Energy Alternatives, Inc. [IEA]


                             OAKTREE CAPITAL GROUP, LLC

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Senior Vice President

                             OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Senior Vice President


                             OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P.


                             By:       Oaktree Fund GP, LLC
                             Its:      General Partner

                             By:       Oaktree Fund GP I, L.P.
                             Its:      Managing Member

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Authorized Signatory

                             OAKTREE FUND GP, LLC

                             By:       Oaktree Fund GP I, L.P.
                             Its:      Managing Member

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Authorized Signatory



                             OAKTREE FUND GP I, L.P.

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Authorized Signatory


                             OAKTREE CAPITAL I, L.P.

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Senior Vice President

                             OCM HOLDINGS I, LLC

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Senior Vice President

                             OAKTREE HOLDINGS, LLC

                             By:       /s/ Jamie Toothman
                                       ----------------------------
                             Name:     Jamie Toothman
                             Title:    Senior Vice President