UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |
March 26, 2018 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 2 of 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
(1) In its capacity as the direct owner of 10,428,500 shares of common stock of the Issuer.
CUSIP No. 55378T104 | SCHEDULE 13D | Page 3 of 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 4 of 24 |
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) o (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 | o |
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 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 6 of 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 7 of 24 |
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) o (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 | o |
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 24 |
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) o (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 | o |
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 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 10 of 24 |
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) o (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 | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 11 of 24 |
(i) | Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Seller”), whose principal business is to hold the Shares reported herein; |
(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; |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 12 of 24 |
(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; and |
(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. |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 13 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 14 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 15 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 16 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 17 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 18 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 19 of 24 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 20 of 24 |
— | entering into, waiving, amending or otherwise modifying the terms of any transaction or agreement between (x) the Issuer or any of its subsidiaries, on the one hand, and (y) M III Sponsor I LLC and certain of its related parties; |
— | hiring or removing the Chief Executive Officer or any other executive officer of the Issuer or its subsidiaries; or |
— | except as contemplated by the Investor Rights Agreement, increasing or decreasing the size of the Board. |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 21 of 24 |
Exhibit 1 | Joint Filing Agreement, by and among the Reporting Persons, dated as of April 5, 2018. |
Exhibit 2 | |
Exhibit 3 | |
Exhibit 4 | |
Exhibit 5 | |
Exhibit 6 | |
Exhibit 7 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 22 of 24 |
Exhibit 8 | |
Exhibit 9 | |
Exhibit 10 | |
Exhibit 11 | |
Exhibit 12 |
CUSIP No. 55378T104 | SCHEDULE 13D | Page 23 of 24 |
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 24 of 24 |
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: | Oaktree Capital Group Holdings GP, LLC | ||
Its: | Manager | ||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |
Oaktree Capital Group Holdings GP, LLC | |||
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. |
Susan Gentile | Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P. |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated as of April 5, 2018.
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: | Oaktree Capital Group Holdings GP, LLC | ||
Its: | Manager | ||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |
Oaktree Capital Group Holdings GP, LLC | |||
By: | /s/ Jamie Toothman | ||
Name: Jamie Toothman Title: Authorized Signatory |