Item 1.01. Entry into a Material Definitive Agreement.

Transaction Agreement

On July 28, 2021, Infrastructure and Energy Alternatives, Inc. (the "Company," "we," "us," or "our") entered into a Transaction Agreement (the "Transaction Agreement") with the Ares Special Situations Fund IV, L.P. ("ASSF") and ASOF Holdings I, L.P. ("ASOF" and, together with ASSF, the "Ares Parties"). Pursuant to the Transaction Agreement, we and the Ares Parties have agreed that, among other things, at the closing of a public offering of our common stock, par value $0.0001 per share (the "Common Stock") and pre-funded warrants to purchase our Common Stock (the "Pre-Funded Warrants") to be conducted by us:

•The Ares Parties will convert all of their Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") (consisting of all of our issued and outstanding shares of Series A Preferred Stock), into a number of shares of our Common Stock equal to the stated value of the Series A Preferred Stock divided by the lower of the price per share of Common Stock to the public in the public offering and 95.5% of a 30-day volume-weighted average price of our Common Stock on the day immediately prior to the pricing date of the public offering; provided that such price shall not be lower than 90% of the 30-day volume weighted average price of our Common Stock ending on the day immediately prior to the pricing date of the public offering) (the "Series A Conversion Shares");

•We will issue to the Ares Parties a number of shares of Common Stock representing shares of Common Stock underlying warrants that the Ares Parties are entitled to pursuant to anti-dilution rights that are triggered upon conversion of the Series A Preferred Stock described above (the "Anti-Dilution Warrant Shares"); and

•We will issue to the Ares Parties 5,996,310 shares of Common Stock at an exercise price of $0.0001 per share for the exercise of warrants that were issued to the Ares Parties in connection with their original purchases of Series B Preferred Stock (the "Series B Warrant Shares").

The Transaction Agreement obligates us to use all of the net proceeds from the public offering of Common Stock and Pre-Funded Warrants (after underwriting discounts) to repurchase a portion of our outstanding Series B Preferred Stock for a price of each share of Series B Preferred Stock equal to the optional redemption price for such share (as defined in the applicable Series B Preferred Stock certificate of designations), calculated as of the repurchase date. We also expect to issue warrants arising under anti-dilution rights to parties other than the Ares Parties as a result of the conversion of the Series A Preferred Stock described above.



The Transaction Agreement also requires us to use our reasonable best efforts to
complete an offering of $285.0 to $300.0 million aggregate principal amount of
senior notes due 2029 and enter into a new credit facility (the "New Credit
Facility") that will supersede and replace our current Third Amended and
Restated Credit Agreement (the "Third A&R Credit Agreement"). Pursuant to the
Transaction Agreement, we are required to use the additional proceeds from the
senior notes offering to redeem the remaining Series B Preferred Stock not
repurchased with the proceeds of the public offering and to repay the term loan
under our Third A&R Credit Agreement.
We expect to provide notices of redemption and optional repurchase to holders of
our Series B Preferred Stock on or about the pricing date of the offering. We
expect the notice to provide for an optional repurchase on the closing of this
offering and a conditional redemption of the Series B Preferred Stock using the
proceeds of this offering, and a conditional redemption of the remaining Series
B Preferred Stock, to the extent not repurchased using the proceeds of this
offering, using the proceeds of the senior notes offering on the closing date of
the senior notes offering.
ASOF has indicated an interest in purchasing Common Stock and Pre-Funded
Warrants in the public offering to be conducted by us that could result in ASOF
and its affiliaties beneficially owning at least 37.8% of our outstanding Common
Stock on an Adjusted Outstanding Basis. The Transaction Agreement provides that
if participation by ASOF results in ASOF and its affiliates that report together
as a group under the beneficial ownership rules beneficially owning in excess of
32% of our voting securities (our issued and outstanding Common Stock), then any
participation by ASOF in excess of that percentage will be through Pre-Funded
Warrants. Participation by ASOF will also be through Pre-Funded Warrants as
needed to comply with the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR
Act").

To the extent the exercise of any Pre-Funded Warrants following the public . . .

Item 2.02. Results of Operations and Financial Condition

The information related to our earnings release contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.02.

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series A Conversion Shares, Series B Warrant Shares and Series B Anti-Dilution Warrant Shares is incorporated by reference in this Item 3.02. These securities will be issued in reliance on the exception in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")

Item 7.01. Regulation FD Disclosure On July 28, 2021, we announced its financial results for the quarter ended June 30, 2021. A copy of our earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

On July 28, 2021, we also issued a press release announcing the Transaction Agreement. A copy of our press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") nor incorporated by reference in any registration statement filed by us under the Securities Act. Cautionary Note Regarding Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as "will," "should," "expects," "anticipates," "believes," "plans," "intends," and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the "safe harbor" protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in our filings made with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit No.               Description
                            Transaction Agreement between the Company and the Ares Parties, dated
10.1                      as of July 28, 2021.
                            Press Release dated as of July 28, 2021 announcing quarterly
99.1                      earnings.
                            Press Release dated as of July 28, 2021 announcing the Transaction
99.2                      Agreement.
                          Cover Page Interactive Data File (embedded within the Inline XBRL
104                       document).

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