Ares Management Llc - Jul 28, 2021 Form 4/A - Amendment Insider Report for Infrastructure & Energy Alternatives, Inc. (IEA)

Signature
ARES MANAGEMENT LLC By: /s/ Naseem Sagati Aghili Its: Authorized Signatory
Stock symbol
IEA
Transactions as of
Jul 28, 2021
Transactions value $
-$121,761,012
Form type
4/A - Amendment
Date filed
8/5/2021, 07:22 AM
Date Of Original Report
Aug 2, 2021
Previous filing
Jun 25, 2021
Next filing
Aug 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IEA Common Stock, $0.0001 par value per share Purchase $35M +3.19M $11.00 3.19M Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F4, F18, F19, F20
transaction IEA Series A Preferred Stock, par value $0.0001 per share Options Exercise -$163K -14.8K -100% $11.00 0 Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F5, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $19.9M +1.81M +56.8% $11.00 4.99M Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F5, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $2.6M +237K +4.66% $11.00 5.32M Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F6, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $31.9M +2.9M +55.51% $11.00 8.13M Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F7, F18, F19, F20
transaction IEA Series A Preferred Stock, par value $0.0001 per share Options Exercise -$29.1K -2.65K -100% $11.00 0 Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F8, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $3.56M +323K $11.00 323K Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F8, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $2.98M +271K +83.75% $11.00 594K Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F9, F18, F19, F20
transaction IEA Common Stock, $0.0001 par value per share Options Exercise $34M +3.09M +520.8% $11.00 3.69M Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F10, F18, F19, F20
transaction IEA Series B-1 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$16.9M -12.2K -71.99% $1,382.02 4.75K Jul 28, 2021 By ASOF Holdings I, L.P F1, F2, F3, F11, F12, F18, F19, F20
transaction IEA Series B-1 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$5.57M -4.75K -100% $1,170.93 0 Jul 28, 2021 By ASOF Holdings I, L.P F1, F2, F3, F13, F18, F19, F20
transaction IEA Series B-1 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$32.9M -23.8K -71.99% $1,382.02 9.25K Jul 28, 2021 By Ares Special Situations Fund IV, L.P F1, F2, F3, F11, F12, F18, F19, F20
transaction IEA Series B-1 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$10.8M -9.25K -100% $1,170.93 0 Jul 28, 2021 By Ares Special Situations Fund IV, L.P F1, F2, F3, F13, F18, F19, F20
transaction IEA Series B-2 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$24.6M -18K -71.99% $1,369.07 7K Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F11, F18, F19, F20
transaction IEA Series B-2 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$8.64M -7K -100% $1,234.39 0 Jul 28, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F13, F18, F19, F20
transaction IEA Series B-2 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$24.6M -18K -71.99% $1,369.07 7K Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F11, F18, F19, F20
transaction IEA Series B-2 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$8.64M -7K -100% $1,234.39 0 Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F13, F18, F19, F20
transaction IEA Series B-3 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$69.7M -51.3K -71.99% $1,359.76 20K Jul 28, 2021 By ASOF Holdings I, L.P F1, F2, F3, F11, F14, F18, F19, F20
transaction IEA Series B-3 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$25.5M -20K -100% $1,280.04 0 Jul 28, 2021 By ASOF Holdings I, L.P F1, F2, F3, F13, F18, F19, F20
transaction IEA Series B-3 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$27.3M -20.1K -71.99% $1,359.76 7.82K Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F11, F14, F18, F19, F20
transaction IEA Series B-3 Preferred Stock, par value $0.0001 per share Disposed to Issuer -$10M -7.82K -100% $1,280.04 0 Jul 28, 2021 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F13, F18, F19, F20
holding IEA Common Stock, $0.0001 par value per share 40.1K Jul 28, 2021 Direct F1, F2, F3, F21

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IEA Warrants to purchase Common Stock Purchase $85.2M +7.75M $11.00 7.75M Jul 28, 2021 Common Stock, $0.0001 par value per share 7.75M $0.00 By ASOF Holdings I, L.P. F1, F2, F3, F4, F15, F18, F19, F20
transaction IEA Warrants to purchase Common Stock Options Exercise -$31.9M -2.9M -100% $11.00 0 Jul 28, 2021 Common stock, par value $0.0001 per share 2.9M $0.00 By ASOF Holdings I, L.P. F1, F2, F3, F7, F16, F18, F19, F20
transaction IEA Warrants to purchase Common Stock Options Exercise -$2.6M -237K -90.03% $11.00 26.2K Jul 28, 2021 Common stock, par value $0.0001 per share 237K $0.00 By ASOF Holdings I, L.P. F1, F2, F3, F6, F17, F18, F19, F20
transaction IEA Warrants to purchase Common Stock Options Exercise -$34M -3.09M -100% $11.00 0 Jul 28, 2021 Common stock, par value $0.0001 per share 3.09M $0.00 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F10, F16, F18, F19, F20
transaction IEA Warrants to purchase Common Stock Options Exercise -$2.98M -271K -90.03% $11.00 30K Jul 28, 2021 Common stock, par value $0.0001 per share 271K $0.00 By Ares Special Situations Fund IV, L.P. F1, F2, F3, F9, F17, F18, F19, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 amends and restates the Form 4 filed on August 2, 2021 to clarify the rights and obligations of the Reporting Persons that became fixed on July 28, 2021 when Ares Special Situations Fund IV, L.P. ("ASSF IV") and ASOF Holdings I, L.P. ("ASOF") entered into a Transaction Agreement (the "Transaction Agreement") with Infrastructure & Energy Alternatives, Inc. (the "Issuer"). The Transaction Agreement obligated ASSF IV and ASOF to convert shares of the Issuer's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and exercise certain warrants in exchange for Common Stock. The Transaction Agreement obligated the Issuer to use all of the net proceeds of the 2021 Equity Offering (as defined below) to redeem a portion of its outstanding Series B Preferred Stock (as defined below) (the "Initial Repurchase"). (continued in footnote 2)
F2 The Transaction Agreement also obligates the Issuer to use its reasonable best efforts to consummate an offering of senior unsecured notes (the "Senior Unsecured Notes Offering") promptly after the closing of the 2021 Equity Offering. The Senior Unsecured Notes Offering is expected to close on or around August 12, 2021 and the Issuer is obligated to use the proceeds to redeem the remaining Series B Preferred Stock (the "Deferred Repurchase"). The consummation of the 2021 Equity Offering was a condition to the obligations of the Issuer, ASSF, and ASOF under the Transaction Agreement. The conversions of the Series A Preferred Stock, the exercise of warrants, and the Initial Repurchase of the Series B Preferred Stock closed on August 2, 2021. (continued in footnote 3)
F3 Ares Management LLC and its affiliates previously designated Matthew Underwood to be appointed to the board of directors of the Issuer, and Mr. Underwood became a director effective March 10, 2020. Accordingly, Ares Management LLC and its affiliates listed hereon are deemed to be a director by deputization for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and the transactions contemplated by the Transaction Agreement are exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3.
F4 On July 28, 2021, in connection with the signing of the Transaction Agreement, the Issuer announced its offering (the "2021 Equity Offering") of: (i) newly-issued shares of Common Stock and (ii) Pre-Funded Warrants to purchase shares of Common Stock. Pursuant to the 2021 Equity Offering, which closed on August 2, 2021, ASOF committed to purchase and subsequently purchased 3,185,039 newly-issued shares of Common Stock and 7,747,589 non-voting Pre-Funded Warrants.
F5 Pursuant to the terms of the Transaction Agreement, ASOF converted all outstanding shares of Series A Preferred Stock held by ASOF in exchange for 1,809,080 newly-issued shares of Common Stock (the "ASOF Conversion").
F6 Pursuant to the terms of the Transaction Agreement and in connection with the ASOF Conversion, the Issuer issued ASOF 236,759 newly-issued shares of Common Stock upon the exercise of certain Anti-Dilution Warrants (as defined below) issuable to it pursuant to the terms of the Equity Commitment Agreement dated October 29, 2019 (the "October 2019 ECA"), the Equity Commitment Agreement dated August 30, 2019 (the "August 2019 ECA"), and the Equity Commitment Agreement dated May 14, 2019 (the "May 2019 ECA").
F7 Pursuant to the terms of the Transaction Agreement, ASOF exercised 100% of these Warrants resulting in the issuance to ASOF of 2,903,516 shares of Common Stock.
F8 Pursuant to the terms of the Transaction Agreement, ASSF IV converted all outstanding shares of Series A Preferred Stock held by ASSF IV in exchange for 323,193 newly-issued shares of Common Stock (the "ASSF IV Conversion").
F9 Pursuant to the terms of the Transaction Agreement and in connection with the ASSF IV Conversion, the Issuer issued ASSF IV 270,658 newly-issued shares of Common Stock upon the exercise of certain Anti-Dilution Warrants issuable to it pursuant to the terms of the October 2019 ECA, the August 2019 ECA, and the May 2019 ECA.
F10 Pursuant to the terms of the Transaction Agreement, ASSF IV exercised 100% of these Warrants resulting in the issuance to ASSF IV of 3,092,794 shares of Common Stock.
F11 Pursuant to the terms of the Transaction Agreement, the Issuer redeemed certain holdings of ASSF IV and ASOF in the Issuer's Series B-1 Preferred Stock, par value $0.0001 per share (the "Series B-1 Preferred Stock"), the Issuer's Series B-2 Preferred Stock, par value $0.0001 per share (the "Series B-2 Preferred Stock") and the Issuer's Series B-3 Preferred Stock, par value $0.0001 per share (the "Series B-3 Preferred Stock", and together with the Series B-1 Preferred Stock and the Series B-2 Preferred Stock, the "Series B Preferred Stock") using the net proceeds from the 2021 Equity Offering.
F12 Reflects 1.44 shares previously incorrectly reported as beneficially owned by ASOF that were actually beneficially owned by ASSF IV.
F13 Reflects the redemption of Series B Preferred Stock the Issuer is obligated to make in connection with the Deferred Repurchase pursuant to the Transaction Agreement.
F14 Reflects .64 shares previously incorrectly reported as beneficially owned by ASOF that were actually beneficially owned by ASSF IV.
F15 The non-voting Pre-Funded Warrants purchased by ASOF in the 2021 Equity Offering do not expire.
F16 These Warrants were issued to ASSF IV and ASOF on August 30, 2019, in connection with the August 2019 ECA. The Warrants have no expiration and were exercised pursuant to the terms of the Transaction Agreement.
F17 These Warrants were issued to ASSF IV and ASOF pursuant to the May 2019 ECA, the August 2019 ECA and the October 2019 ECA, with Common Stock issuable upon conversion of the shares of Series A Preferred Stock ("Anti-Dilution Warrants"). Such Anti-Dilution Warrants have no expiration and were exercised pursuant to the terms of the Transaction Agreement. After giving effect to the transactions contemplated by the Transaction Agreement, ASSF IV and ASOF still hold 29,965 and 26,212 Anti-Dilution Warrants, respectively.
F18 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 Management Corporation ("Ares Management"). (continued in footnote 19)
F19 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 of this Form 4, 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. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). (continued in footnote 20)
F20 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 and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 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 Exchange Act, or for any other purposes. The address of each Reporting Person is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
F21 Ares Management LLC beneficially owns 40,135 shares of Common Stock underlying restricted stock units ("RSUs") granted to Matthew Underwood, in his capacity as a director serving on the Board which vested on March 26, 2021 and which were granted directly to Ares Management LLC, and are held by Ares Management LLC as the direct holder of such RSUs.

Remarks:

This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same transactions described above. (1 of 2)