Item 1.01. Entry into a Material Definitive Agreement
On
On the terms and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Consummation of the Merger is subject to various conditions, including:
(1) approval of the stockholders of the Company, (2) the absence of any
restraining order, inunction, judgment, order or decree by any court of
competent jurisdiction or other law that prohibits consummation of the Merger,
(3) expiration or termination of the applicable Hart-Scott-Rodino Act waiting
period, (4) the Parent common stock to be issued in connection with the Merger
shall have been approved for listing on the
Pursuant to the Merger Agreement, the Company has agreed not to, initiate, solicit or knowingly encourage any inquiries, proposals or offers with respect to an alternative acquisition proposal or to engage in discussions or negotiations with third parties regarding any alternative acquisition proposals, in each case subject to certain exceptions. The Company Board of Directors may change its recommendation to its stockholders or terminate the Merger Agreement in response to a superior proposal or change its recommendation in response to an intervening event if the Company Board of Directors determines in good faith (after consultation with its financial advisors and outside counsel) that the failure to change its recommendation or terminate the Merger Agreement would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board of Directors under applicable law, subject to complying with notice, and other specified, conditions, including giving Parent the opportunity to propose revisions to the terms of the Merger Agreement during a period following such notice. In addition, subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub are required to use reasonable best efforts to obtain all required regulatory approvals, which will include clearance under federal antitrust laws. Parent has obtained debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient to consummate the Merger and the other transactions contemplated by the Merger Agreement, including payment of the aggregate Merger Consideration.
The Merger Agreement contains certain termination rights for both the Company
and Parent, including if the Merger is not consummated by
At the Effective Time,
· each Company stock option, whether vested or unvested, shall be cancelled
converted into the right to receive (i) an amount in cash equal to the product of (x) 75% of the excess of$14.00 over the exercise price per Share under such Company stock option and (y) the number of Shares subject to such Company stock option and (ii) a number of shares of Parent common stock equal to the product of (x) the product of (A) 25% of the excess of$14.00 over the exercise price per Share under such Company Stock Option and (B) 0.0483 and (y) the number of Shares subject to such Company stock option;
· each then-outstanding restricted stock unit with respect to the Company common
stock that vests solely based on the passage of time shall be cancelled and, in exchange therefor, the former holder shall receive (i) an amount in cash equal to the product obtained by multiplying (x) the Cash Consideration and (y) the number of Shares subject to such restricted stock unit and (ii) a number of shares of Parent common stock equal to the product obtained by multiplying (x) the Stock Consideration and (y) the number of Shares subject to such restricted stock unit;
· each then-outstanding restricted stock unit with respect to the Company common
stock that vests whole or in part based on the achievement of one or more performance goals shall be cancelled and, in exchange therefor, the former holder shall receive (i) an amount in cash equal to the product obtained by multiplying (x) the Cash Consideration and (y) the number of Shares subject to such restricted stock unit (assuming the target level of performance is achieved) and (ii) a number of shares of Parent common stock equal to the product obtained by multiplying (x) the Stock Consideration and (y) the number of Shares subject to such restricted stock unit (assuming the target level of performance is achieved).
· each outstanding Anti-Dilution Warrant shall be cancelled and the registered
holder thereof shall be entitled to receive (i) an amount in cash, without interest, equal to the product obtained by multiplying (x) the Cash Consideration and (y) the number of Shares then issuable upon exercise of the Anti-Dilution Warrant and (ii) a number of shares of Parent common stock equal to product obtained by multiplying (x) the Stock Consideration and (y) the number of Shares then issuable upon exercise of the Anti-Dilution Warrant, in each case, as if the registered holder had exercised the Anti-Dilution Warrant in full immediately prior to the Effective Time and acquired the applicable number of Shares then issuable thereunder as a result of such exercise.
· each Pre-Funded Warrant that is outstanding as of immediately prior to the
Effective Time will be deemed exercised in full as a "cashless exercise" and the holder thereof shall be entitled to receive (i) an amount in cash, without interest, equal to the product obtained by multiplying (x) the Cash Consideration and (y) the number of Shares then issuable upon exercise in full of the Pre-Funded Warrant as a "cashless exercise," and (ii) a number of shares of Parent common stock equal to product obtained by multiplying (x) the Stock Consideration and (y) the number of Shares then issuable upon exercise in full of the Pre-Funded Warrant as a "cashless exercise," in each case, calculated in accordance with and subject to the terms and conditions of such Pre-Funded Warrant Agreement.
· each outstanding SPAC Warrant shall cease to represent a SPAC Warrant in
respect of Shares and shall become a SPAC Warrant exercisable for Merger Consideration. If a holder properly exercises a SPAC Warrant within 30 days following the public disclosure of the consummation of the Merger pursuant to a current report on Form 8-K, the Warrant Price (as defined in the SPAC Warrant Agreement) with respect to such exercise shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (a) the Warrant Price in effect prior to such reduction minus (b) (i) the Per Share Consideration (as defined in the SPAC Warrant Agreement) minus (ii) the Black-Scholes Warrant Value (as defined in the SPAC Warrant Agreement).
· each outstanding Series B Warrant shall be cancelled and the registered holder
thereof shall be entitled to receive (i) an amount in cash, without interest,
equal to the product obtained by multiplying (x) the Cash Consideration and
(y) the number of Shares then issuable upon exercise of the Series B Warrant
and (ii) a number of shares of Parent common stock equal to product obtained by
multiplying (x) the Stock Consideration and (y) the number of Shares then . . .
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits. (d) Exhibit Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 24, 2022 , by and amongInfrastructure and Energy Alternatives, Inc. , MasTec, Inc. andIndigo Acquisition I Corp. * 99.1 Press release, datedJuly 25, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
Additional Information and Where to Find It:
This communication relates to a proposed acquisition of
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the
Participants in the Solicitation:
IEA and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding these
persons who may, under the rules of the
© Edgar Online, source