SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/02/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 P(4) 3,185,039(4) A(4) $11 3,185,039 I By ASOF Holdings I, L.P.(18)(19)(20)
Series A Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021 M(5) 14,833.5(5) D(5) $11 0 I By ASOF Holdings I, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(5) 1,809,080(5) A(5) $11 4,994,119 I By ASOF Holdings I, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(6) 236,759(6) A(6) $11 5,320,878 I By ASOF Holdings I, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(7) 2,903,516(7) A(7) $11 8,134,394 I By ASOF Holdings I, L.P.(18)(19)(20)
Series A Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021 M(8) 2,649(8) D(8) $11 0 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(8) 323,193(8) A(8) $11 323,193 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(9) 270,658(9) A(9) $11 593,851 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 07/28/2021 M(10) 3,092,794(10) A(10) $11 3,686,645 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Series B-1 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 12,215.23(11) D $1,382.02(11) 4,753.32(12) I By ASOF Holdings I, L.P(18)(19)(20)
Series B-1 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 4,753.32(13) D $1,170.93(13) 0 I By ASOF Holdings I, L.P(18)(19)(20)
Series B-1 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 23,778.49(11) D $1,382.02(11) 9,252.95(12) I By Ares Special Situations Fund IV, L.P(18)(19)(20)
Series B-1 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 9,252.95(13) D $1,170.93(13) 0 I By Ares Special Situations Fund IV, L.P(18)(19)(20)
Series B-2 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 17,996.86(11) D $1,369.07(11) 7,003.14 I By ASOF Holdings I, L.P.(18)(19)(20)
Series B-2 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 7,003.14(13) D $1,234.39(13) 0 I By ASOF Holdings I, L.P.(18)(19)(20)
Series B-2 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 17,996.86(11) D $1,369.07(11) 7,003.14 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Series B-2 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 7,003.14(13) D $1,234.39(13) 0 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Series B-3 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 51,273.23(11) D $1,359.76(11) 19,952(14) I By ASOF Holdings I, L.P(18)(19)(20)
Series B-3 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 19,952(13) D $1,280.04(13) 0 I By ASOF Holdings I, L.P(18)(19)(20)
Series B-3 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(11) D(11) 20,083.52(11) D $1,359.76(11) 7,815.12(14) I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Series B-3 Preferred Stock, par value $0.0001 per share(1)(2)(3) 07/28/2021(13) D(13) 7,815.12(13) D $1,280.04(13) 0 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Common Stock, $0.0001 par value per share(1)(2)(3) 40,135(21) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock(1)(2)(3) $0.0001 07/28/2021 P(4) 7,747,589(4) 07/28/2021 (15) Common Stock, $0.0001 par value per share 7,747,589(4) $11 7,747,589 I By ASOF Holdings I, L.P.(18)(19)(20)
Warrants to purchase Common Stock(1)(2)(3) $0.0001 07/28/2021 M(7)(16) 2,903,516(7)(16) 05/20/2019 (16) Common stock, par value $0.0001 per share 2,903,516(7)(16) $11 0 I By ASOF Holdings I, L.P.(18)(19)(20)
Warrants to purchase Common Stock(1)(2)(3) $0.0001 07/28/2021 M(6)(17) 236,759(6)(17) 08/30/2019 (17) Common stock, par value $0.0001 per share 236,759(6)(17) $11 26,212 I By ASOF Holdings I, L.P.(18)(19)(20)
Warrants to purchase Common Stock(1)(2)(3) $0.0001 07/28/2021 M(10)(16) 3,092,794(10)(16) 05/20/2019 (16) Common stock, par value $0.0001 per share 3,092,794(10)(16) $11 0 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
Warrants to purchase Common Stock(1)(2)(3) $0.0001 07/28/2021 M(9)(17) 270,658(9)(17) 08/30/2019 (17) Common stock, par value $0.0001 per share 270,658(9)(17) $11 29,965 I By Ares Special Situations Fund IV, L.P.(18)(19)(20)
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Special Situations Fund IV, L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASSF Operating Manager IV, L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASOF Holdings I, L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASOF Investment Management LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Holdings L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdco LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. 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)
2. 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)
3. 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.
4. 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.
5. 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").
6. 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").
7. 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.
8. 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").
9. 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.
10. 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.
11. 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.
12. Reflects 1.44 shares previously incorrectly reported as beneficially owned by ASOF that were actually beneficially owned by ASSF IV.
13. 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.
14. Reflects .64 shares previously incorrectly reported as beneficially owned by ASOF that were actually beneficially owned by ASSF IV.
15. The non-voting Pre-Funded Warrants purchased by ASOF in the 2021 Equity Offering do not expire.
16. 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.
17. 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.
18. 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)
19. 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)
20. 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.
21. 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)
ARES MANAGEMENT LLC By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ARES SPECIAL SITUATIONS FUND IV, L.P. By: ASSF OPERATING MANAGER IV, L.P. Its: Manager By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ASSF OPERATING MANAGER IV, L.P. By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ASOF HOLDINGS I, L.P. By: ASOF INVESTMENT MANAGEMENT LLC Its: Manager By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ASOF INVESTMENT MANAGEMENT LLC By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ARES MANAGEMENT HOLDINGS By: ARES HOLDCO LLC Its: General Partner By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
ARES HOLDCO LLC By: /s/ Naseem Sagati Aghili Its: Authorized Signatory 08/05/2021
** Signature of Reporting Person Date
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