Document





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
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)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 






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
 
 

(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 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
 
 

*Solely in its capacity as the controlling equityholder of Infrastructure and Energy Alternatives, LLC.
 






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
 
 

*Solely in its capacity as the general partner of Oaktree Power Opportunities Fund III Delaware, L.P.






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
 
 

*Solely in its capacity as the managing member of Oaktree Fund GP, LLC.






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
 
 

*Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 






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
 
 

*Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 






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
 
 

*Solely in its capacity as the managing member of OCM Holdings I, LLC.






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
 
 

*Solely in its capacity as the managing member of Oaktree Holdings, LLC and sole shareholder of Oaktree Holdings, Inc.






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
 
 

*Solely in its capacity as manager of Oaktree Capital Group, LLC.





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
 
 

*Solely in its capacity as managing member of OCM FIE, LLC.







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
 
 

*Solely pursuant to the policies of OCM and by virtue of the securities held by Messrs. Peter Jonna and Ian Schapiro, each a member of the issuer’s board of directors.








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
 
 

*Solely in its capacity as general partner of Oaktree Capital Management, L.P.





CUSIP No. 55378T104
SCHEDULE 13D
Page 14 of 20
 
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated as follows:

This amendment to Schedule 13D relates to the Common Stock, $0.0001 par value per share (“Common Stock”) of Infrastructure and Energy Alternatives, Inc. (the “Issuer”), a Delaware corporation, with principal executive offices at 6325 Digital Way, Suite 460, Indianapolis, Indiana 46278.
 
As of the date of this amendment to Schedule 13D, the Reporting Persons beneficially owned that number of Common Shares (the “Subject Shares”), set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) - (c), (f)
 
This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):
 
 
(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

Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.
 
The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
 
(d)-(e)
 
During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following paragraph:

On December 31, 2018, the issuer granted an aggregate 18,926 restricted stock units, which vest on March 31, 2019, to Ian Schapiro and Peter Jonna, each a member of the issuer’s board of directors.
 
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
 
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
 
Seller directly holds the Subject Shares and has sole power to vote and dispose of the Subject Shares.
 
Oaktree, in its capacity as the managing member of Seller has the ability to direct the management of Seller’s business, including the power to direct the decisions of Seller regarding the vote and disposition of securities held by Seller, therefore, Oaktree may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller. Pursuant to the Investor Rights Agreement (as hereinafter defined), each of Seller and any affiliated transferee thereof has granted a power of attorney to vote such person’s shares of Common Stock and to act on such person’s behalf under the Investor Rights Agreement.
 
GP, in its capacity as general partner of Oaktree, has the ability to direct the management of Oaktree’s business, including the power to direct the decisions of Oaktree regarding the vote and disposition of securities held by Seller; therefore, GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller.
 
GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to direct the decisions of GP regarding the vote and disposition of securities held by Seller; therefore, GP I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller.
 
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Seller; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller.
 
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Seller; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller.
 






CUSIP No. 55378T104
SCHEDULE 13D
Page 16 of 20

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Seller; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by Seller.

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC's business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of securities held by Seller. Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by Seller.
 
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by Seller; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by Seller.
 
Pursuant to the policies of OCM, Messrs. Schapiro and Jonna hold their securities for the benefit of FIE. OCM is the managing member of FIE and Holdings Inc. is the general partner of OCM.

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.
 
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Seller, that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than Seller.
 
To the actual knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Person's status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer's Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.
 
(c) Not applicable.
 
(d) Not applicable.
 
(e) Not applicable.






Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated as follows:

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
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 22, 2019
 
 
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
 





ANNEX A
 
Oaktree Capital Group Holdings GP, LLC
 
Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.
 
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.
 
Oaktree Capital Group, LLC
 
The manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC.
 
Oaktree Holdings, LLC
 
The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.
 
OCM Holdings I, LLC
 
The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.

Oaktree Holdings, Inc.
 
The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below:
 





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.
 
 
Oaktree Capital Management, L.P.
 
The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.
 
Oaktree Capital I, L.P.
 
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
 
Oaktree Fund GP I, L.P.
 
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
 
Oaktree Fund GP, LLC
 
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
 
Oaktree Power Opportunities Fund III Delaware, L.P.
 
The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. is Oaktree Fund GP, LLC.
 
Infrastructure and Energy Alternatives, LLC
 
The controlling equityholder of Infrastructure and Energy Alternatives, LLC is Oaktree Power Opportunities Fund III Delaware, L.P.

OCM FIE, LLC
 
The managing member of OCM FIE, LLC is 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 January 22, 2019.
 
 
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