INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. Item 1.01. Entry into a Material Definitive Agreement.
Stockholders' Agreement
On
•We agreed to take any and all necessary action to cause our Board as soon as the Ares Parties request to be comprised of a total of ten directors (until the next annual or special meeting at which directors are elected following the closing of the Offering), including two designated representatives of the Ares Parties, and to permit the Ares Parties to continue to designate two representatives to the Board as long as the Ares Parties and their affiliates beneficially own more than or equal to 20% of our Common Stock, one representative as long as the Ares Parties and their affiliates beneficially own less than 20% but more than or equal to 10% of our Common Stock, and no representatives if the Ares Parties and their affiliates beneficially own less than 10% of our Common Stock. The Stockholders' Agreement also requires us to take any and all necessary action to reduce the number of directors on the Board to nine (9) and to cause the Board to be comprised of a total of nine (9) directorships (in each case, including (or assuming) both of the Ares representatives are members of the Board) immediately following the first annual or special meeting at which directors are elected following the closing of the Offering.
•the Ares Parties agreed not to transfer any equity securities acquired in the Offering (including Common Stock, Pre-Funded Warrants and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants) until twelve months following the initial closing of the Offering; provided, however, that certain transfers in connections with consolidations and reorganizations, tender or exchange offers, exercises of registration rights and certain distributions are permitted; and
•the Ares Parties agreed, with respect to themselves and their controlled
affiliates acting on their behalf, for a period of time up to the earlier of the
thirty-month anniversary of the date of closing of the Offering, or the earlier
occurrence of the date in which the Ares Parties and their affiliates
beneficially own less than 10% of our outstanding Common Stock, a change of
control transaction, a material breach of the Stockholders' Agreement by us, an
event of default by us with respect to the our senior notes or credit agreements
or other indebtedness exceeding
•not to transfer its Common Stock to competitors (as defined in the Stockholders' Agreement) or any person that would beneficially own more than 20% of our Common Stock, subject to certain permitted exceptions;
•not to take, or permit their controlled affiliates acting on their behalf to take, certain actions, subject to certain permitted exceptions, including, but not limited to:
•making any public announcement, proposal or offer, with respect to (a) acquisitions of additional Common Stock, (b) any restructuring, recapitalization, liquidation or similar transaction, (c) the election of directors other than the Ares Parties' designees or (d) changes to the Board and calling of special meetings;
•publicly seek a change in the composition or size of the Board;
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•deposit any voting securities into a voting trust;
•acquire any voting securities or beneficial ownership thereof greater than the Ares Parties' beneficial ownership following closing of the Offering and 37.8% of the Common Stock on an Adjusted Outstanding Basis (as defined therein);
•call for, or initiate, propose or requisition a call for any general or special meeting;
•publicly state an intention, plan or arrangement to do any of the foregoing; or
•intentionally and knowingly instigate, facilitate, encourage or assist any third party to do any of the foregoing; and
•to cause all voting securities to be present at any annual or special meeting in which directors are to be elected, to vote such securities either as recommended by the Board, or in the same proportions as votes cast by other voting securities with respect to director nominees or other nominees and in favor of any director nominee of the Ares Parties, not to vote in favor of a change of control transaction pursuant to which the Ares Parties would receive consideration that is different in amount or form from other stockholders unless approved by the Board; and
•the Ares Parties are afforded reasonable access to our books and records for so long as the Ares Parties have a right to designate a director to the Board.
Sixth Amendment to Registration Rights Agreement
In connection with the closing of the Offering, we also entered into the Sixth Amendment. Pursuant to the Sixth Amendment, the following securities become registrable securities:
•the shares of Common Stock issued to the Ares Parties pursuant to the Transaction Agreement or the Offering and from time to time held by the Ares Parties and their permitted transferees;
•the Pre-Funded Warrants issued in the Offering and from time to time held by the Ares Parties and their permitted transferees;
•Common Stock issuable upon exercise of the Pre-Funded Warrants issued in the Offering held by the Ares Parties and their permitted transferees;
•Common Stock held on the date of the Sixth Amendment by the Ares Parties; and
•all other shares of Common Stock acquired after the date of the Sixth Amendment by the Ares Parties and their permitted transferees or their affiliated funds, investment vehicles, co-investment vehicles and managed accounts.
The Sixth Amendment provides that we are obligated to use our commercially . . .
Item 3.02 Unregistered Sales of
Pursuant to the Transaction Agreement, at the closing of the Offering:
•The Ares Parties converted all of their Series A Preferred Stock, par value
•We issued to the Ares Parties 507,417 shares of Common Stock representing shares of Common Stock underlying warrants that the Ares Parties were 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
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•We issued to the Ares Parties 5,996,310 shares of Common Stock 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 Series A Conversion Shares, Anti-Dilution Warrant Shares and Series B Warrant Shares were issued in reliance on the exception in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 8.01. Other Events.
On
We intend to use all of the net proceeds from the Offering (after underwriting
discounts) to redeem a portion of our outstanding Series B Preferred Stock as
required in the Transaction Agreement. Of the estimated net proceeds (after
underwriting discounts and estimated offering expenses) of
After giving effect to the Offering (and giving effect to the exercise of the
over-allotment option granted to the underwriters of the Offering), and the
issuance of the Series A Conversion Shares, Anti-Dilution Shares and Series B
Warrant Shares to the Ares Parties, we had 44,334,172 shares of Common Stock
issued and outstanding as of
•Shares of Common Stock underlying Pre-Funded Warrants sold in the Offering;
•the assumed issuance of 1,918,346 shares of Common Stock issuable for
outstanding restricted stock units, performance units and options (such options
being accounted for net share settled under the treasury stock method as of
•1,709,522 shares of Common Stock that are reserved for future issuance under the 2018 Incentive Plan; and
•8,462,580 shares of Common Stock issuable upon the exercise of outstanding
warrants issued in connection with our initial public offering and the closing
of our business combination in
•any Series B Warrant Shares and Anti-Dilution Shares to be issued to parties other than the Ares Parties.
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 Commission. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Stockholders' Agreement, dated as of August 2, 2021 , by and among
Infrastructure and Energy Alternatives, Inc. , Ares Special Situations
10.1 Fund IV, L.P. and ASOF Holdings I, L.P.
Sixth Amendment to Amended and Restated Registration Rights Agreement,
dated of as of August 2, 2021 , by and among Infrastructure and Energy
Alternatives, Inc. , Ares Special Situations Fund IV, L.P. and ASOF
10.2 Holdings I, L.P.
Pre-Funded Warrant, dated as of August 2, 2021 , issued by
10.3 Infrastructure and Energy Alternatives, Inc. to ASOF Holdings I, L.P.
Press Release dated August 2, 2021 announcing the closing of the
99.1 Offering
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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