0000950142-21-000473.txt : 20210210 0000950142-21-000473.hdr.sgml : 20210210 20210210164051 ACCESSION NUMBER: 0000950142-21-000473 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210208 FILED AS OF DATE: 20210210 DATE AS OF CHANGE: 20210210 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: 21614522 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614523 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614524 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 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: 21614525 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: 21614526 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, 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: 21614527 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: 21614528 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: 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: 21614529 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 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 es210127127_4-iea1.xml OWNERSHIP DOCUMENT X0306 4 2021-02-08 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 0001407181 OAKTREE HOLDINGS, LLC 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 0001403530 Oaktree Capital I, L.P. 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 0001499005 Oaktree Fund 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 0001732815 Infrastructure & Energy Alternatives, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock, par value $0.0001 per share 2021-02-08 4 S 0 8853283 16.75 D 1945217 I See footnotes Common Stock, par value $0.0001 per share 81433 I See footnotes Series A Preferred Stock, par value $0.0001 per share 2021-02-09 4 S 0 17482.5 1267.11 D 0 I See footnotes Series B-1 Preferred Stock, par value $0.0001 per share 2021-02-09 4 S 0 20000 1166.94 D 0 I See footnotes Series B-3 Preferred Stock par value $0.0001 per share 2021-02-09 4 S 0 19123.87 1071.13 D 0 I See footnotes Represents shares held of record by Infrastructure and Energy Alternatives, LLC ("IEA LLC"). Represents shares held of record by OT POF IEA Preferred B Aggregator, L.P. ("Preferred B Aggregator"), which may be deemed to be indirectly held by the Reporting Persons. The general partner of Preferred B Aggregator is OT POF IEA Preferred B Aggregator GP, LLC ("Preferred B Aggregator GP"). Oaktree Power Opportunities Fund III Delaware, L.P. ("Fund III") is the controlling equity holder of IEA LLC and the managing member of Preferred B Aggregator GP. The general partner of Fund III 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 ("OCG"). Represents shares held of record by FIE. Includes 34,529 restricted stock units, which vest on March 26, 2021. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with the OCM hold these securities for the benefit of OCM FIE, LLC ("FIE"). OCM LP is the managing member of FIE. Oaktree Capital Management GP, LLC ("OCM GP") is the general partner of OCM LP. Atlas OCM Holdings, LLC ("Atlas") is the sole managing member of OCM GP. Brookfield Asset Management Inc. ("BAM") is the indirect owner of the class A units of OCG and Atlas. Partners Limited is the sole owner of Class B Limited Voting Shares of BAM. 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. 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. Each reporting person is filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended. On February 3, 2021, Ares Special Situations Fund IV, L.P. ("ASSF IV") and ASOF Holdings I, L.P. ("ASOF Holdings" and together with ASSF IV, the "Ares Parties"), IEA LLC and Preferred B Aggregator (collectively, the "Oaktree Parties") and Fund III, entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which the Ares Parties agreed to purchase all of the Series A Preferred Stock, par value $0.0001 per share, Series B-1 Preferred Stock, par value $0.0001 per share, and Series B-3 Preferred Stock, par value $0.0001 per share, held by IEA LLC and Preferred B Aggregator for total aggregate consideration of approximately $66.0 million. The closing of the transactions under the Securities Purchase Agreement was conditional upon, among other things, the selling stockholder selling a minimum of $60,000,000 of common stock in an underwritten public offering, which was consummated on February 8, 2021. On December 30, 2020, IEA LLC distributed 40,000 shares of common stock to Christopher Hanson, the Issuer's Executive Vice President of Wind Operations and a member of IEA LLC, as a pro rata in-kind distribution in respect of his membership interest in IEA LLC, who in turn donated these shares to the Dash Foundation Inc. This Form 4 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above. See Signatures included in exhibit 99.1 2021-02-10 EX-99.1 2 es210127127_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071.

 

Name of Designated Filer: OAKTREE CAPITAL GROUP, LLC

 

Date of Event Requiring Statement: February 8, 2021

 

Issuer Name and Ticker or Trading Symbol: IEA

 

  OAKTREE CAPITAL GROUP, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  OCM HOLDINGS I, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  OAKTREE CAPITAL I, L.P.  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  OAKTREE FUND GP I, L.P.  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  OAKTREE FUND GP, LLC  
       
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: 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/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  

 

  INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC  
       
  By: /s/ Peter Jonna  
  Name: Peter Jonna  
  Title: Authorized Signatory