Infrastructure and Energy Alternatives, Inc. |
(Name of Issuer) |
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
55378T104 |
(CUSIP Number) |
Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, 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) |
December 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 2 of 20 |
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 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 10,428,500 (1) | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500 (1) | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500 (1) | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 3 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 4 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 5 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 6 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 7 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 8 of 20 |
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 10,428,500* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,428,500* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,428,500* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 9 of 20 |
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 10,447,426* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,447,426* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,447,426* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.4% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 10 of 20 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings 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 10,447,426* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 10,447,426* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,447,426* | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.4% | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 11 of 20 |
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 18,926* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 18,926* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,926* | |||
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. 55378T104 | SCHEDULE 13D | Page 12 of 20 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM FIE, 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 18,926* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 18,926* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,926* | |||
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. 55378T104 | SCHEDULE 13D | Page 13 of 20 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, Inc. | |||
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 18,926* | ||
8 | SHARED VOTING POWER None | |||
9 | SOLE DISPOSITIVE POWER 18,926* | |||
10 | SHARED DISPOSITIVE POWER None | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,926* | |||
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 CO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 14 of 20 |
(i) | Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Seller”), whose principal business is to hold the Subject Shares; | |
(ii) | Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (“Oaktree”), whose principal business is to make investments in accordance with its established purpose and other applicable terms of its limited partnership agreement; | |
(iii) | Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the manager, managing member or general partner of certain special purpose investment entities, including Oaktree; | |
(iv) | Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds and (ii) to act as the sole shareholder of certain controlling entities of certain investment funds; | |
(v) | Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I; | |
(vi) | OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I; | |
(vii) | Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I; | |
(viii) | Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts; | |
(ix) | Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital Group Holdings, L.P. and as manager of OCG; | |
(x) | Oaktree Capital Management L.P. (“OCM”), a Delaware limited partnership, whose principal business is to provide investment advisory services to investment funds and accounts; | |
(xi) | OCM FIE, LLC (“FIE”), whose principal business is to act as a holding company of economic interests; and | |
(xii) | Oaktree Holdings, Inc. (“Holdings Inc.”), whose principal business is to serve as, and perform the functions of, the general partner of certain entities affiliated with the Reporting Persons and to hold limited partnership interests in such entities. |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 15 of 20 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 16 of 20 |
Exhibit 1 | Joint Filing Agreement, by and among the Reporting Persons, dated as of January 22, 2019. | |||
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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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). | |||
CUSIP No. 55378T104 SCHEDULE 13D Page 17 of 20 | ||||
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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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). | |||
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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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 (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller'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., Seller, 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). | |||
CUSIP No. 55378T104 SCHEDULE 13D Page 18 of 20 | ||||
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.) |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 19 of 20 |
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 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 20 of 20 |
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: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
Oaktree Capital Group Holdings GP, LLC | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
Oaktree Capital Management L.P. | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
OCM FIE, LLC | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |
Oaktree Holdings, Inc. | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |
Name | Principal Occupation |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P. |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P. |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P. |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
Name | Principal Occupation |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P. |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P. |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P. |
Todd E. Molz | General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P. |
Daniel D. Levin | Chief Financial Officer of Oaktree Capital Group, LLC and Oaktree Capital Management, L.P. |
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: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
Oaktree Capital Group Holdings GP, LLC | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
Oaktree Capital Management L.P. | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Senior Vice President |
OCM FIE, LLC | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |
Oaktree Holdings, Inc. | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |