0000899243-19-027551.txt : 20191118 0000899243-19-027551.hdr.sgml : 20191118 20191118190728 ACCESSION NUMBER: 0000899243-19-027551 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191114 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Infrastructure & Energy Alternatives, LLC CENTRAL INDEX KEY: 0001732815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 191228743 BUSINESS ADDRESS: STREET 1: 11611 SAN VICENTE BOULEVARD, SUITE 710 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 765-828-2592 MAIL ADDRESS: STREET 1: 11611 SAN VICENTE BOULEVARD, SUITE 710 CITY: LOS ANGELES STATE: CA ZIP: 90049 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: 191228744 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: 191228745 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: 191228746 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: 191228747 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: 191228748 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: 191228749 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 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: 191228750 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 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 2019-11-14 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001732815 Infrastructure & Energy Alternatives, LLC 11611 SAN VICENTE BOULEVARD, SUITE 170 LOS ANGELES CA 90049 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 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Series A Preferred Stock 2019-11-14 4 D 0 17482.5 0.00 D 17482.5 D Series B-3 Preferred Stock 2019-11-14 4 A 0 19123.87 0.00 A 19123.87 D Warrants 0.0001 2019-11-14 4 A 0 657383 0.00 A Common Stock 657383 657383 D Pursuant to the Exchange Agreement, dated as of October 29, 2019, on November 14, 2019, Infrastructure & Energy Alternatives, Inc. (the "Company") issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 warrants to Infrastructure & Energy Alternatives, LLC ("Oaktree LLC") in exchange for 50% of the outstanding Series A Preferred Stock then held by Oaktree LLC. Holders of Series A Preferred Stock may elect to cause the Company to convert the Series A Preferred Stock into Common Stock without the payment of additional consideration by such holder (i) at any time on or after March 26, 2021, (ii) at any time the terms of the Series B Preferred Stock or the Company's existing senior credit agreement would prohibit the payment of cash dividends, (iii) at any time shares of Series B Preferred Stock are outstanding or (iv) at any time on or after the non-payment of dividends when due, failure to redeem shares of Series A Preferred Stock when required or any other material default until such non-payment, failure or default is cured by the Company. (Continued from Footnote 2) The number of shares of common stock into which the Series A Preferred Stock is convertible is determined by dividing (i) the stated value by (ii) the volume-weighted average price per share ("VWAP") of common stock for the 30 consecutive trading days ending on the trading day immediately preceding the conversion date. In the event the Series A Preferred Stock is converted following an uncured non-payment, failure or default event, or if a holder of Series A Preferred Stock is converting pursuant to clause (ii) or (iii) in the preceding sentence, for purposes of the foregoing calculation, VWAP per share will be multiplied by 90%. The controlling equityholder of Seller 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 (collectively, the "Reporting Persons"). Oaktree Capital Group, LLC is managed by its ten-member board of directors. (cont'd in FN 5) (cont'd in FN 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. The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. In connection with the closing of the transactions contemplated by the Equity Commitment Agreement, dated as of October 29, 2019 (the "Equity Commitment Agreement"), the Company created a new series of its preferred stock designated as the Series B-3 Preferred Stock. Pursuant to the terms of the certificate of designations of the Series B-3 Preferred Stock, if both (i) the holders of the Company's capital stock entitled to vote have approved the issuance of common stock upon conversion of the Series B-3 Preferred Stock in compliance with the NASDAQ rules and (ii) at least 60 days have elapsed following the Mandatory Redemption Date without redemption thereof, a majority of the holders of the Series B Preferred Stock can elect to convert the Series B-3 Preferred Stock into shares of the Company's common stock (the "Series B Conversion"). (Continued from Footnote 8) The conversion rate for the Series B Conversion will be based on the VWAP per share of the Company's common stock for the 30 consecutive trading days ending on the trading day immediately prior to the conversion date; provided that for so long as the Company is subject to the rules of NASDAQ, the conversion rate will equal the greater of the VWAP per share of the Company's common stock for the 30 consecutive trading days ending on the trading day immediately prior to the Conversion Date and $0.28. In connection with the closing of the transactions contemplated by the Equity Commitment Agreement, the previously existing Series B Preferred Stock was redesignated Series B-1 Preferred Stock. 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, LLC, and directors of the Company, the Reporting Persons may be deemed directors by deputization. See Signatures included in Exhibit 99.1 2019-11-18 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1
This statement on Form 4 is filed jointly by each of the undersigned.
The principal business address of INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC is
11611 San Vicente
Boulevard, Suite 170, Los Angeles, CA 90049. The principal business address of
each of these other reporting persons is 333
South Grand Avenue, 28th Floor, Los Angeles, California 90071.
Name of Designated Filer: INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC
Date of Event Requiring Statement: November 14, 2019
Issuer Name: Infrastructure and Energy Alternatives, Inc. [IEA]


                                        INFRASTRUCTURE AND ENERGY ALTERNATIVES,
                                        LLC


                                        By:     /s/ Peter Jonna
                                                --------------------------------
                                        Name:   Peter Jonna
                                        Title:  Authorized Signatory



                                        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



                                        OAKTREE CAPITAL GROUP, LLC


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