Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2020, Infrastructure and Energy Alternatives, Inc. (the "Company")
entered into a Second Amendment to the Equity Commitment Agreement (the
"Amendment"), dated as of July 22, 2020, by and among the Company, Ares Special
Situations Fund IV, L.P., ASOF Holdings I, L.P., Infrastructure and Energy
Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., and OT
POF IEA Preferred B Aggregator, L.P.
The Amendment amends the Equity Commitment Agreement, dated as of October 29,
2019, as amended by that certain Amendment to the Equity Commitment Agreement,
dated May 6, 2020 (as amended, the "Equity Commitment Agreement") to terminate
Section 9.18 of the Equity Commitment Agreement effective as of July 14, 2020
relating to the obligation of the Company to issue to the Backstop Parties (as
defined in the Equity Commitment Agreement), and the Backstop Parties to
purchase from the Company, additional shares of Series B-3 Preferred Stock, par
value $0.0001 per share (the "Series B-3 Preferred Stock"), and warrants
pursuant to the 2020 Commitment. In connection with the Amendment, the Company
is obligated to pay $525,000 in full satisfaction of the 2019 Commitment Fees
and $797,250 in full satisfaction of the 2020 Commitment Fees, as well as
reimburse certain expenses in the amount of $343,621. The Amendment was approved
by a Special Committee of the Company's Board of Directors (the "Board") and,
upon recommendation by the Special Committee, by the full Board.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which is filed herewith as Exhibit 10.1 and is incorporated in this Item 1.01 by
reference.
Certain Relationships
Ares (as defined in the Equity Commitment Agreement), either directly or through
one or more affiliates, owns Series B-1 Preferred Stock, par value $0.0001 per
share ("Series B-1 Preferred Stock"), Series B-2 Preferred Stock, par value
$0.0001 per share (the "Series B-2 Preferred Stock"), Series B-3 Preferred Stock
and warrants ("Warrants") to purchase the Company's common stock, par value
$0.0001 per share (the "Common Stock"), along with rights to designate directors
to the Company's Board under the certificates of designation for the Series B-1
Preferred Stock and Series B-2 Preferred Stock. Oaktree (as defined in the
Equity Commitment Agreement), through its affiliated funds, investment vehicles
and/or managed accounts, owns all of the Company's issued and outstanding Series
A Preferred Stock, par value $0.0001 per share, as well as Series B-1 Preferred
Stock, Series B-3 Preferred Stock, Warrants and Common Stock. Oaktree also has a
right to designate a director to the Company's Board. For additional discussion
of security ownership of Ares and Oaktree, and the relationship of the Company
with Ares and Oaktree respectively, please see "Certain Relationships and
Related Party Transactions" and "Security Ownership of Certain Beneficial Owners
and Management" in the Company's proxy statement for its 2020 annual meeting of
shareholders, filed with the Securities and Exchange Commission on April 10,
2020, as well as any subsequently filed ownership reports under Schedule 13 or
Section 16 by Ares or Oaktree.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
Second Amendment to the Equity Commitment Agreement, dated
as of July 22, 2020, by and among the Company, Ares Special
10.1 Situations Fund IV, L.P., ASOF Holdings I, L.P.,
Infrastructure and Energy Alternatives, LLC, Oaktree Power
Opportunities Fund III Delaware, L.P., and OT POF IEA
Preferred B Aggregator, L.P.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses