0000950142-18-000813.txt : 20180405 0000950142-18-000813.hdr.sgml : 20180405 20180405195058 ACCESSION NUMBER: 0000950142-18-000813 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180326 FILED AS OF DATE: 20180405 DATE AS OF CHANGE: 20180405 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741701 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741705 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741706 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 HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741703 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: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741704 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 POWER OPPORTUNITIES FUND III DELAWARE, L.P. CENTRAL INDEX KEY: 0001732445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741708 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741707 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: Infrastructure & Energy Alternatives, LLC CENTRAL INDEX KEY: 0001732815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741709 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 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 18741702 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: 2647 WATERFRONT PARKWAY EAST DRIVE STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46214 BUSINESS PHONE: 765-820-0110 MAIL ADDRESS: STREET 1: 2647 WATERFRONT PARKWAY EAST DRIVE STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46214 FORMER COMPANY: FORMER CONFORMED NAME: M III Acquisition Corp. DATE OF NAME CHANGE: 20150902 3 1 es1800506_3-ieallc.xml OWNERSHIP DOCUMENT X0206 3 2018-03-26 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001732815 Infrastructure & Energy Alternatives, LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES CA 90049 0 0 1 0 0001732445 OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 3333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock 10428500 D Series A Preferred Stock 34965 D In connection with the mergers (the "Mergers") as described in the definitive proxy statement of Infrastructure and Energy Alternatives, Inc. (the "Issuer") filed with the SEC on February 9, 2018, as supplemented, Infrastructure and Energy Alternatives, LLC ("Seller") acquired 10,428,500 shares of the Issuer's common stock (the "Common Stock"), which includes 212,500 shares of Common Stock subject to vesting (the "Unvested Shares"), as described in the Proxy Statement. Prior to vesting, the Unvested Shares will continue to be beneficially owned by such persons for all purposes, including voting. Unvested Shares that have not vested on or prior to March 26, 2028 will be forfeited. Under the merger agreement governing the Mergers (the "Merger Agreement"), Seller will receive additional shares of the Issuer if certain targets are met with respect to the adjusted EBITDA of the Issuer as calculated pursuant to the terms of the Merger Agreement for the 2018 fiscal year and/or 2019 fiscal year ("EBITDA Earn-Out Shares"). Seller's right to receive up to an additional 9,000,000 shares of Common Stock (which are not included in the number of shares reflected in the table) pursuant to this earn-out right became fixed and irrevocable on March 26, 2018, the effective date of the Mergers. Pursuant to the Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018 (the "Waiver Agreement"), by and among Seller, Oaktree Power Opportunities Fund III Delaware, L.P., the Issuer, and the other parties to the Merger Agreement, as described in the Proxy Statement, Seller also has the right to receive up to an additional 525,000 shares of Common Stock, with such amount of shares to be equal to 525,000 less the product of (x) the quotient of the aggregate number of EBITDA Earn-Out Shares issued to the Seller pursuant to the terms of the Merger Agreement divided by 9,000,000 and (y) 525,000. Seller's right to receive up to an additional 525,000 shares of Common Stock (which are not included in the number of shares reflected in the table) became fixed and irrevocable on March 26, 2018, the effective date of the Mergers. 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. 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) (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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. 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 3 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 3. The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. In connection the Mergers, Seller acquired 34,965 shares of the Issuer's Series A Preferred Stock (the "Preferred Stock"). Holders of Preferred Stock may elect to cause the Issuer to convert the Preferred Stock into Common Stock (x) at any time on or after March 26, 2021 or (y) at any time on or after an event of default until such event of default is cured by the Issuer. The conversion price will equal the volume-weighted average price per share of Common Stock for the 30 consecutive trading days ended on the trading day immediately prior to the date of conversion (multiplied by 90% if an event of default has occurred and has not been cured). Because the Preferred Stock is not yet convertible and because the conversion price thereunder has not been fixed, the Reporting Persons have no beneficial ownership of any shares of Common Stock that would be received upon such conversion. See Signatures included in Exhibit 99.1 2018-04-05 EX-99.1 2 es1800506_3-ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1
 
 
This statement on Form 3 is filed jointly by each of the undersigned. The principal business address of INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC is 11611 San Vicented Boulevard, Suite 710, Los Angeles, California 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: March 26, 2018
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:
Authorized Signatory
 
 
 
 
 
 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title:
Authorized Signatory
 
 
 
 
 

 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title:
Authorized Signatory
 
 
 
 
 

 
OAKTREE CAPITAL GROUP, LLC
 
 
 
 
 
       
 
By:
Oaktree Capital Group Holdings GP, LLC
  
 
Its:
Manager
  
       
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title:
Authorized Signatory
 
 
 
 
 

 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title:
Authorized Signatory