SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2019 | 3. Issuer Name and Ticker or Trading Symbol Infrastructure & Energy Alternatives, Inc. [ IEA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants to purchase Common Stock | 11/14/2019 | (1) | Common stock, par value $0.0001 per share | 3,568,750(1)(2) | 0.0001 | I | See footnotes.(3)(4)(5)(6) |
| Warrants to purchase Common Stock | 08/30/2019 | (7) | Common stock, par value $0.0001 per share | 900,000(7) | 0.0001 | I | See footnotes.(3)(4)(5)(6) |
| Warrants to purchase Common Stock | 05/20/2019 | (8) | Common stock, par value $0.0001 per share | 1,527,560(8) | 0.0001 | I | See footnotes.(3)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The amount reported reflects warrants ("Warrants") exercisable for an aggregate of 1,115,234.38 shares of the Common Stock, par value $0.0001 per share ("Common Stock"), of Infrastructure and Energy Alternatives, Inc. (the "Issuer") held by Ares Special Situations Fund IV, L.P. ("ASSF IV") and Warrants exercisable for an aggregate of 2,453,515.63 shares of Common Stock held by ASOF Holdings I, L.P. ("ASOF"). These Warrants were purchased by ASSF IV and ASOF on November 14, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement (the "October 2019 ECA"), dated as of October 29, 2019, by and among ASSF IV, ASOF, the Issuer and the other parties thereto. The Warrants have no expiration date. |
| 2. Excludes 515,625 shares of Common Stock issuable upon exercise of the Warrants that may be issued to ASSF IV and ASOF in connection with the closings of certain transactions contemplated by the October 2019 ECA, which closings are subject to material conditions that are outside of the control of the Reporting Persons (as defined herein). |
| 3. The manager of ASSF IV is ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV") and the general partner of ASSF Operating Manager IV is Ares Management LLC. The manager of ASOF is ASOF Investment Management LLC ("ASOF Investment Management"), and the sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"). (continued in footnote 4) |
| 4. The sole stockholder of Ares Holdings is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date hereof, the holders of the Class B Common Stock and the Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. (continued in footnote 5) |
| 5. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Reporting Persons, other than ASSF IV and ASOF with respect to the Common Stock issuable upon exercise of the Warrants to purchase Common Stock held directly by them, (continued in footnote 6) |
| 6. and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Each Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein. |
| 7. The amount reported reflects Warrants exercisable for an aggregate of 450,000 shares of Common Stock held by ASSF IV and Warrants exercisable for an aggregate of 450,000 shares of Common Stock held by ASOF. These Warrants were purchased by ASSF IV and ASOF on August 30, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement, dated as of August 13, 2019, by and among ASSF IV, ASOF, the Issuer and the other parties thereto. The Warrants have no expiration date. |
| 8. The amount reported reflects Warrants exercisable for an aggregate of 1,527,560 shares of Common Stock held by ASSF IV. These Warrants were purchased by ASSF IV on May 20, 2019, in connection with the closing of a transaction contemplated by the Equity Commitment Agreement, dated as of May 14, 2019, by and among ASSF IV, the Issuer and the other parties thereto. The Warrants have no expiration date. |
| Remarks: |
| This Form 3 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same transactions described above. (2 of 2) |
| See signatures included in Exhibit 99.1 | 11/22/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||