0000950142-21-000474.txt : 20210210 0000950142-21-000474.hdr.sgml : 20210210 20210210164104 ACCESSION NUMBER: 0000950142-21-000474 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: OCM FIE, LLC CENTRAL INDEX KEY: 0001498954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614536 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 FORMER NAME: FORMER CONFORMED NAME: OCM FIE, L.P. DATE OF NAME CHANGE: 20100812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614537 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614538 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614539 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Management GP, LLC CENTRAL INDEX KEY: 0001831013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614540 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614541 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OT POF IEA Preferred B Aggregator GP LLC CENTRAL INDEX KEY: 0001776998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614542 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OT POF IEA Preferred B Aggregator, L.P. CENTRAL INDEX KEY: 0001777006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 21614543 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE 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 es210127129_4-iea2.xml OWNERSHIP DOCUMENT X0306 4 2021-02-08 0 0001652362 Infrastructure & Energy Alternatives, Inc. IEA 0001498954 OCM FIE, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 0 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 0 0001831013 Oaktree Capital Management GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001790787 Atlas OCM Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001776998 OT POF IEA Preferred B Aggregator GP LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001777006 OT POF IEA Preferred B Aggregator, L.P. 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 es210127129_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

 

  OCM FIE, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  
     
  OAKTREE CAPITAL MANAGEMENT, L.P.  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  
     
  OAKTREE CAPITAL MANAGEMENT GP, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  
       
  ALTAS OCM HOLDINGS, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  
     
  BROOKFIELD ASSET MANAGEMENT INC.  
       
  By: /s/ Jessica Diab  
  Name: Jessica Diab  
  Title: Vice President, Legal & Regulatory  
       
  PARTNERS LIMITED  
       
  By: /s/ Brian Lawson  
  Name: Brian Lawson  
  Title: President  
       
  OT POF IEA PREFERRED B AGGREGATOR, L.P.  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President  
       
  OT POF IEA PREFERRED B AGGREGATOR GP, LLC  
       
  By: /s/ Henry E. Orren  
  Name: Henry E. Orren  
  Title: Vice President