Filing Details

Accession Number:
0001104659-20-007221
Form Type:
13D Filing
Publication Date:
2020-01-27 17:25:02
Filed By:
Ares Management Llc
Company:
Infrastructure & Energy Alternatives Inc. (NASDAQ:IEA)
Filing Date:
2020-01-27
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Ares Special Situations Fund IV 0 3,092,794 0 3,092,794 3,092,794 12.2%
ASSF Operating Manager IV 0 3,092,794 0 3,092,794 3,092,794 12.2%
ASOF Holdings I 0 2,903,515 0 2,903,515 2,903,515 11.5%
ASOF Investment Management 0 2,903,515 0 2,903,515 2,903,515 11.5%
Ares Management 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Management Holdings 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Holdco 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Holdings Inc 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Management Corporation 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Voting 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Management GP 0 5,996,310 0 5,996,310 5,996,310 21.2%
Ares Partners Holdco 0 5,996,310 0 5,996,310 5,996,310 21.2%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

45686J104

(CUSIP Number)

 

Alison S. Ressler, Esq.

Rita-Anne ONeill, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 23, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


 

CUSIP No. 45686J104

 

 

1.

Names of Reporting Persons
Ares Special Situations Fund IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,092,794.38* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,092,794.38* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,092,794.38* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
12.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


* Excludes 257,812.5  shares of Common Stock (as defined herein) issuable to ASSF IV (as defined herein) upon exercise of the Warrants (as defined herein) that may be issued in connection with the October 2019 ECA (as defined herein).  Such Warrants are contemplated to be issued to ASSF IV upon the closings of the 2019 Commitment (as defined herein) and/or the 2020 Commitment (as defined herein), which closings are subject to material conditions that are outside of the control of the Reporting Persons (as defined herein).

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer (as defined herein) in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 9, 2019 (the Proxy) plus (ii) 3,092,794.38 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV.

 

2


 

CUSIP No. 45686J104

 

 

1.

Names of Reporting Persons
ASSF Operating Manager IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,092,794.38* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,092,794.38* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,092,794.38* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
12.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


* Excludes 257,812.5 shares of Common Stock issuable to ASSF IV upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 3,092,794.38 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV. 

 

3


 

CUSIP No. 45686J104

 

 

1.

Names of Reporting Persons
ASOF Holdings I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,903,515.63* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,903,515.63* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,903,515.63* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.5%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 257,812.5 shares of Common Stock issuable to ASOF (as defined herein) upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 2,903,515.63 shares of Common Stock issuable upon exercise of the Warrants held by ASOF. 

 

4


 

CUSIP No. 45686J104

 

 

1.

Names of Reporting Persons
ASOF Investment Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,903,515.63* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,903,515.63* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,903,515.63* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.5%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 257,812.5 shares of Common Stock issuable to ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 2,903,515.63 shares of Common Stock issuable upon exercise of the Warrants held by ASOF.

 

5


 

CUSIP No. 45686J104

 

 

1.

Names of Reporting Persons
Ares Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

6


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Management Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

7


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

8


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Holdings Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

9


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Management Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

10


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Voting LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

11


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Management GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

12


 

CUSIP No.   45686J104

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,996,310* (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,996,310* (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,996,310* (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.2%** (See Items 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* Excludes 515,625 shares of Common Stock issuable to ASSF IV and ASOF upon exercise of the Warrants that may be issued in connection with the October 2019 ECA.  Such Warrants are contemplated to be issued to ASSF IV and ASOF upon the closings of the 2019 Commitment and/or the 2020 Commitment, which closings are subject to material conditions that are outside of the control of the Reporting Persons.

** The calculation of the percentage of outstanding shares is based on (i) 22,252,489 shares of Common Stock outstanding as of November 29, 2019 as disclosed by the Issuer in the Proxy plus (ii) 5,996,310 shares of Common Stock issuable upon exercise of the Warrants held by ASSF IV and ASOF.

 

13


 

This Amendment No. 6 (this Amendment No. 6) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on May 23, 2019 (the Original Schedule 13D), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on August 15, 2019, as amended by Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on September 4, 2019, as amended by Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on October 9, 2019, as amended by Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons on October 31, 2019, and as amended by Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons on November 18, 2019 (as so amended, the 13D Filing, and together with this Amendment No. 6, the Schedule 13D). Except as amended in this Amendment No. 6, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 6 as so defined, unless otherwise defined in this Amendment No. 6.

 

The Reporting Persons are party to certain agreements with Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P. and OT POF IEA Preferred B Aggregator, L.P. (the Oaktree Entities), which agreements contain, among other things, agreements as to the issuance of Warrants and preferred stock of the Issuer, an agreement pursuant to which certain of the Oaktree Entities will exchange Series A Preferred Stock (as defined herein) for Warrants and Series B-3 Preferred Stock (as defined herein), an agreement pursuant to which the Reporting Persons and certain of the Oaktree Entities must vote in favor of a Redemption Sale (as defined herein) under certain circumstances and consents relating to the Rights Offering (as defined herein), each as further described in Item 6 below.  As a result, the Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Oaktree Entities.  The Reporting Persons expressly disclaim any membership in a group with the Oaktree Entities.  It is the understanding of the Reporting Persons that the Oaktree Entities are filing a separate Schedule 13D with respect to the shares of Common Stock beneficially owned by the Oaktree Entities.  The beneficial ownership of the Reporting Persons does not include any shares of Common Stock that may be beneficially owned by any of the Oaktree Entities, and the Reporting Persons disclaim beneficial ownership over such shares.

 

Item 2. Identity and Background

 

The last sentence of Item 2(a) of the 13D Filing is hereby amended and restated as follows:

 

The Reporting Persons have entered into a joint filing agreement, dated as of January 27, 2020, a copy of which is attached hereto as Exhibit 99.7.

 

Schedule A referenced in Item 2(c) of the 13D Filing is hereby amended and restated as the Schedule A attached to this Amendment No. 6.

 

Item 4. Purpose of Transaction

 

The first paragraph of Item 4 of the 13D Filing is hereby amended and restated as follows:

 

Pursuant to the terms of the Series B Certificates (as defined herein), Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts (Ares), has the right to designate and appoint: (x) one director to the Issuers board of directors (the Board) for so long as Ares and its affiliates hold at least 50% of the Series B-1 Preferred Stock (as defined herein) issued to Ares and its affiliates on the Closing Date (as defined herein) (such director, the First Series B Director) and (y) an additional director for so long as Ares and its affiliates hold at least 50% of the Series B-2 Preferred Stock (as defined herein) issued to Ares on the Second ECA Closing Date (as defined herein) (such director, the Second Series B Director).  Notwithstanding the foregoing, pursuant to the terms of the Waiver Agreement, dated as of January 23, 2020, by and between Ares and the Issuer (the Waiver Agreement), Ares agreed only to appoint either the First Series B Director or the Second Series B Director, but not both, for as long as the following conditions remain satisfied:

 

·                  The size of the Board is comprised of seven (7) or fewer individuals;

 

·                  At least three (3) of the directors on the Board qualify as independent pursuant to guidance from the United States Securities and Exchange Commission and the rules of the applicable stock exchange;

 

·                  Ares is entitled to appoint both the First Series B Director and the Second Series B Director;

 

14


 

·                  Each of the stockholders of the Issuer and their respective affiliates with specific Board designation rights as of the date of the Waiver Agreement (other than Ares and its affiliates) is entitled to appoint no more than one director to the Board; and

 

·                  No other stockholder of the Issuer (other than the stockholders of the Issuer as of the date of the Waiver Agreement) is entitled to appoint any director to the Board.

 

If, at any time, any of the conditions set forth above are no longer satisfied, the Waiver Agreement shall automatically terminate and be of no further force and effect.

 

The Reporting Persons have not yet exercised their right to appoint either the First Series B Director or the Second Series B Director.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the 13D Filing is hereby amended by adding the following disclosure after the second to last paragraph under C. October 2019 TransactionsAmended and Restated Series B-1 Certificate and Amended and Restated Series B-2 Certificate:

 

As described in Item 4 above, so long as Ares and its affiliates hold at least 50% of the Series B-1 Preferred Stock initially issued to Ares and its affiliates on the Closing Date, the Series B-1 Certificate provides Ares with the right to designate and appoint the First Series B Director.

 

In addition, under the Series B-2 Certificate, from and after September 13, 2019, as long as Ares and its affiliates hold at least 50% of the Series B-2 Preferred Stock issued to Ares and its affiliates on the Second ECA Closing Date, Ares will have the right to designate and appoint the Second Series B Director.

 

Pursuant to the terms of the Waiver Agreement, and notwithstanding the foregoing, Ares agreed only to appoint either the First Series B Director or the Second Series B Director, but not both, for as long as the following conditions remain satisfied:

 

·                  The size of the Board is comprised of seven (7) or fewer individuals;

 

·                  At least three (3) of the directors on the Board qualify as independent pursuant to guidance from the United States Securities and Exchange Commission and the rules of the applicable stock exchange;

 

·                  Ares is entitled to appoint both the First Series B Director and the Second Series B Director;

 

·                  Each of the stockholders of the Issuer and their respective affiliates with specific Board designation rights as of the date of the Waiver Agreement (other than Ares and its affiliates) is entitled to appoint no more than one director to the Board; and

 

·                  No other stockholder of the Issuer (other than the stockholders of the Issuer as of the date of the Waiver Agreement) is entitled to appoint any director to the Board.

 

If, at any time, any of the conditions set forth above are no longer satisfied, the Waiver Agreement shall automatically terminate and be of no further force and effect.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the 13D Filing is hereby amended by adding the following:

 

Exhibit 5.18

Waiver Agreement, dated as of January 23, 2020, by and between Ares and the Issuer.

Exhibit 99.7

Joint Filing Agreement, dated as of January 27, 2019, by and among the Reporting Persons.

 

15


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 27, 2020

 

 

ARES SPECIAL SITUATIONS FUND IV, L.P.

 

 

 

 

 

By:

ASSF OPERATING MANAGER IV, L.P.

 

Its:

Manager

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ASSF OPERATING MANAGER IV, L.P.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ASOF HOLDINGS I, L.P.

 

 

 

 

 

By:

ASOF INVESTMENT MANAGEMENT LLC

 

Its:

Manager

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ASOF INVESTMENT MANAGEMENT LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

 

 

By:

ARES HOLDCO LLC

 

Its:

General Partner

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

16


 

 

ARES HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT CORPORATION

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES VOTING LLC

 

 

 

 

 

By:

ARES PARTNERS HOLDCO LLC

 

 

Its Sole Member

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

17


 

EXHIBIT INDEX

 

Exhibit 5.18

Waiver Agreement, dated as of January 23, 2020, by and between Ares and the Issuer.

Exhibit 99.7

Joint Filing Agreement, dated as of January 27, 2020, by and among the Reporting Persons.

 

18


 

SCHEDULE A

 

BOARD OF MANAGERS OF

 

ARES PARTNERS HOLDCO LLC

 

Name

 

Present Principal Occupation and Employment

Michael J Arougheti

 

Co-Founder, Chief Executive Officer and President of Ares Management

Ryan Berry

 

Ares Chief Marketing and Strategy Officer

R. Kipp deVeer

 

Head of Ares Credit Group

David B. Kaplan

 

Co-Founder, Co-Chairman of Ares Private Equity Group

Michael R. McFerran

 

Chief Operating Officer and Chief Financial Officer of Ares Management

Antony P. Ressler

 

Co-Founder, Executive Chairman of Ares Management

Bennett Rosenthal

 

Co-Founder, Co-Chairman of Ares Private Equity Group

 

The address for all of the persons listed above is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

 

19


 

DIRECTORS AND EXECUTIVE OFFICERS OF

 

ARES MANAGEMENT CORPORATION

 

Name

 

Director/Executive Officer

 

Present Principal Occupation and Employment

Michael J Arougheti

 

Director and Executive Officer

 

Co-Founder, Chief Executive Officer and President of Ares Management

David B. Kaplan

 

Director and Executive Officer

 

Co-Founder, Co-Chairman of Ares Private Equity Group

Antony P. Ressler

 

Director and Executive Officer

 

Co-Founder, Executive Chairman of Ares Management

Bennett Rosenthal

 

Director and Executive Officer

 

Co-Founder, Co-Chairman of Ares Private Equity Group

John H. Kissick

 

Director

 

Co-Founder, Member of certain Ares Investment Committees

Paul G. Joubert

 

Director

 

Founding Partner of EdgeAdvisors and a Venture Partner in Converge Venture Partners

Michael Lynton

 

Director

 

Chairman of the Board of Snap Inc.

Dr. Judy Olian

 

Director

 

President of Quinnipiac University

Antoinette C. Bush

 

Director

 

Executive Vice President and Global Head of Government Affairs for News Corp

Ryan Berry

 

Executive Officer

 

Ares Chief Marketing and Strategy Officer

R. Kipp deVeer

 

Executive Officer

 

Head of Ares Credit Group

Michael R. McFerran

 

Executive Officer

 

Chief Operating Officer and Chief Financial Officer of Ares Management

Naseem Sagati Aghili

 

Executive Officer

 

General Counsel and Secretary of Ares Management

 

The address for all of the persons listed above is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

 

20