Infrastructure and Energy Alternatives, Inc.
|
(Name of Issuer)
|
Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
45686J104
|
(CUSIP Number)
|
Todd E. Molz
General Counsel, Chief Administrative Officer & Managing Director
Oaktree Capital Group, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
January 23, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 2 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infrastructure and Energy Alternatives, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
17,177,131*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
17,177,131*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,177,131*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 3 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OT POF IEA Preferred B Aggregator, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,018,374*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
1,018,374*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,374*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 4 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OT POF IEA Preferred B Aggregator GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,018,374*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
1,018,374*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,374*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 5 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Power Opportunities Fund III Delaware, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 6 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 7 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 8 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 9 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 10 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,195,505*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 11 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,242,409*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
18,242,409*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,242,409*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 12 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
46,904*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 13 of 23
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
46,904*
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 14 of 23
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 15 of 23
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 16 of 23
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 17 of 23
|
● |
reduce the size of the Board from ten directors to seven directors;
|
● |
amend the corporate governance rights of M III Sponsor and Oaktree, so that each of M III Sponsor and Oaktree has the right to
designate a sole director to the Board, rather than two directors;
|
● |
specify that the Issuer will use its reasonable best efforts to reclassify the terms of certain directors; and
|
● |
agree that Mohsin Meghji will no longer be considered a designee of M III Sponsor and resign from the Board, and that Ian Schapiro will no longer be
considered a designee of Oaktree and resign from the Board.
|
Exhibit 1
|
|
Exhibit 2
|
Agreement and Plan of Merger, dated as of November 3, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy
Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III
Sponsor I LP. (incorporated by reference to Exhibit 2.1 to the Issuer’s Amendment No.1 to its Current Report on Form 8-K filed November 8, 2017).
|
Exhibit 3
|
Amendment No. 1 to the Agreement and Plan of Merger, dated November 15, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC,
Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III
Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed November 21, 2017).
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 18 of 23
|
Exhibit 4
|
Amendment No. 2 to the Agreement and Plan of Merger, dated December 27, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC,
Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III
Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.3 to the Issuer’s Current Report on Form 8-K filed January 2, 2018).
|
Exhibit 5
|
Amendment No. 3 to the Agreement and Plan of Merger, dated January 9, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC,
Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III
Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.4 to the Issuer’s Current Report on Form 8-K filed January 10, 2018).
|
Exhibit 6
|
Amendment No. 4 to the Agreement and Plan of Merger, dated February 7, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC,
Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III
Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.5 to the Issuer’s Current Report on Form 8-K filed February 9, 2018).
|
Exhibit 7
|
Amendment No. 5 to the Agreement and Plan of Merger, dated March 8, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure
and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M
III Sponsor I LP. (incorporated by reference to Exhibit 2.6 to the Issuer’s Current Report on Form 8-K filed March 8, 2018).
|
Exhibit 8
|
Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among IEA Energy Services LLC, Infrastructure and Energy Alternatives, LLC, Oaktree Power
Opportunities Fund III Delaware, L.P., M III Acquisition Corp., Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed March 20, 2018).
|
Exhibit 9
|
Founder Shares Amendment Agreement, dated as of March 26, 2018, by and among M III Sponsor I LLC, M III Sponsor I LP, M III Acquisition Corp. and Infrastructure and Energy Alternatives,
LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
Exhibit 10
|
Registration Rights Agreement dated as of March 26, 2018 by and among Infrastructure and Energy Alternatives, Inc., Oaktree LLC, M III Sponsor I LLC and M III Sponsor I LP, Cantor
Fitzgerald & Co., Mr. Osbert Hood and Mr. Philip Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
Exhibit 11
|
Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.3 to the Issuer’s Current Report on Form 8-K
filed March 29, 2018).
|
Exhibit 12
|
Investor Rights Agreement, dated as of March 26, 2018, (i) by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC and any other Sponsor Affiliated Transferees who
become a party to the agreement; and (ii) Infrastructure and Energy Alternatives, Inc. Infrastructure and Energy Alternatives, LLC, any other Seller Affiliated Transferees who become a party to the agreement and Oaktree Power
Opportunities Fund III Delaware, L.P., in its capacity as the representatives of the Selling Stockholders (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
Exhibit 13
|
First Amendment to Amended and Restated Registration Rights Agreement, dated as of June 6, 2018, by and between Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy
Alternatives, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed June 7, 2018).
|
Exhibit 14
|
Amended and Restated Founder Shares Amendment Agreement, dated as of June 6, 2018, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, M III Sponsor I LP,
Infrastructure and Energy Alternatives, LLC and Messrs. Hood and Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed June 7, 2018.)
|
Exhibit 15
|
Equity Commitment Agreement, dated as of May 14, 2019, by and among Infrastructure and Energy Alternatives Inc., the Commitment Parties thereto, and Oaktree Power Opportunities Fund III
Delaware, L.P., solely for limited purposes (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 10-Q filed on May 15, 2019).
|
Exhibit 16
|
Amended and Restated Equity Commitment Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., and the commitment parties party thereto (incorporated by
reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 19 of 23
|
Exhibit 17
|
Warrant Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc. and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.7 to
the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
Exhibit 18
|
Second Amendment to Amended and Restated Registration Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy
Alternatives, LLC, Ares Special Situations Fund IV, L.P. and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
Exhibit 19
|
Certificate of Designations of Series B Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K
filed May 22, 2019).
|
Exhibit 20
|
Amended and Restated Investor Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy
Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
Exhibit 21
|
Amended and Restated Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.2 to the Issuer’s
Current Report on Form 8-K filed May 22, 2019).
|
Exhibit 22
|
Equity Commitment Agreement, dated August 13, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties party thereto and Oaktree Power Opportunities Fund III
Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 10-Q filed on August 14, 2019).
|
Exhibit 23
|
Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and
Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on August 30, 2019).
|
Exhibit 24
|
Equity Commitment Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties party thereto, Oaktree Power Opportunities Fund III
Delaware, L.P., Infrastructure and Energy Alternatives, LLC, and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on October 30, 2019).
|
Exhibit 25
|
Preferred Stock Exchange Agreement, dated October 29, 2019, by and among the Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special
Situations Fund IV, L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on October
30, 2019).
|
Exhibit 26
|
Rights Offering Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV,
L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on October 30, 2019).
|
Exhibit 27
|
Voting Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, OT POF IEA Preferred B Aggregator,
L.P., M III Sponsor, Mohsin Y. Meghji, Mohsin Meghji 2016 Gift Trust and Charles Garner and M III Sponsor I LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed on October 30, 2019).
|
Exhibit 28
|
Indemnification Letter Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Oaktree Power Opportunities Fund III Delaware L.P.,
Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on October 30, 2019).
|
Exhibit 29
|
Certificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on
November 15, 2019).
|
Exhibit 30
|
Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.2 to the
Issuer’s Form 8-K filed on November 15, 2019).
|
Exhibit 31
|
Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.3 to the Issuer’s
Form 8-K filed on November 15, 2019).
|
Exhibit 32
|
Investor Rights Agreement, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P., Infrastructure
and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on November 15, 2019).
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 20 of 23
|
Exhibit 33
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Ares Special Situations Fund IV, L.P. (incorporated by reference to Exhibit 10.2
to the Issuer’s Form 8-K filed on November 15, 2019).
|
Exhibit 34
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and ASOF Holdings I, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s
Form 8-K filed on November 15, 2019).
|
Exhibit 35
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to
Exhibit 10.4 to the Issuer’s Form 8-K filed on November 15, 2019).
|
Exhibit 36
|
Fourth Amendment to Amended and Restated Registration Rights Agreement, dated as of November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., OT POF IEA Preferred B
Aggregator, L.P., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on November 15, 2019).
|
Exhibit 37
|
First Amendment to Rights Offering Agreement, dated as of January 27, 2020, by and among Infrastructure and Energy Alternatives, Inc., Ares Special Situations Fund IV, L.P., ASOF Holdings
I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on January
27, 2020).
|
Exhibit 38
|
Third Amended and Restated Investor Rights Agreement, dated as of January 23, 2020, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and
Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on January 27, 2020).
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 21 of 23
|
Infrastructure and Energy Alternatives, LLC
|
|||
By:
|
/s/ Peter Jonna | ||
Name: Peter Jonna
Title: Authorized Signatory
|
|||
OT POF IEA Preferred B Aggregator, L.P.
|
|||
By:
|
OT POF IEA Preferred B Aggregator GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Power Opportunities Fund III Delaware, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
OT POF IEA Preferred B Aggregator GP, LLC
|
|||
By:
|
Oaktree Power Opportunities Fund III Delaware, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 22 of 23
|
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 Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Fund GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Fund GP I, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Capital I, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
OCM Holdings I, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 23 of 23
|
Oaktree Holdings, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
Oaktree Capital Group, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
Oaktree Capital Management, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
OCM FIE, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
Infrastructure and Energy Alternatives, LLC
|
|||
By:
|
/s/ Peter Jonna | ||
Name: Peter Jonna
Title: Authorized Signatory
|
|||
OT POF IEA Preferred B Aggregator, L.P.
|
|||
By:
|
OT POF IEA Preferred B Aggregator GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Power Opportunities Fund III Delaware, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
OT POF IEA Preferred B Aggregator GP, LLC
|
|||
By:
|
Oaktree Power Opportunities Fund III Delaware, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
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/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Fund GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Fund GP I, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||
Oaktree Capital I, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
OCM Holdings I, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
Oaktree Holdings, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
Oaktree Capital Group, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
Oaktree Capital Management, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Vice President
|
|||
OCM FIE, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
Title: Authorized Signatory
|
|||