Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

Infrastructure and Energy Alternatives, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

45686J104

(CUSIP Number)

Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (213) 830-6300

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

March 23, 2021

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 person’s 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 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).

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 2 of 24

 

 

1	NAME OF REPORTING PERSON   Infrastructure and Energy Alternatives, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   430,466(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   430,466(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   430,466(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.9%(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) In its capacity as the direct beneficial owner of 430,466 shares of common stock of Infrastructure and Energy Alternatives, Inc. (the “Issuer”), consisting of (i) 391,090 shares of common stock, par value $0.00001 (the “Common Stock”) and (ii) warrants exercisable for 39,376 shares of Common Stock.

 

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 8, 2021 (the “Annual Report”) and (ii) warrants exercisable for 39,376 shares of Common Stock.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 3 of 24

 

 

1	NAME OF REPORTING PERSON   OT POF IEA Preferred B Aggregator, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,018,374(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   1,018,374(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,018,374(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.3%(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) In its capacity as the direct owner of warrants exercisable for 1,018,374 shares of Common Stock.

 

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, and (ii) warrants exercisable for 1,018,374 shares of Common Stock.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 4 of 24

 

 

1	NAME OF REPORTING PERSON   OT POF IEA Preferred B Aggregator GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,018,374(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   1,018,374(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,018,374(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.3%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the general partner of OT POF IEA Preferred B Aggregator, L.P.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 5 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Power Opportunities Fund III Delaware, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) In its capacity as (a) the controlling equityholder of Infrastructure and Energy Alternatives, LLC and the managing member of OT POF IEA Preferred B Aggregator GP, LLC and (b) as the direct beneficial owner of (i) 384,280 shares of Common Stock and (ii) warrants exercisable for 481,181 shares of Common Stock.

 

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report and (ii) warrants exercisable for 481,181 shares of Common Stock.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 6 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the general partner of Oaktree Power Opportunities Fund III Delaware, L.P.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 7 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 8 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 9 of 24

 

 

1	NAME OF REPORTING PERSON   OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 10 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 11 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,314,301(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,314,301(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,314,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.5%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 12 of 24

 

 

1	NAME OF REPORTING PERSON   OCM FIE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   81,433(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   81,433(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.4%(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely pursuant to the policies of Oaktree Capital Management, L.P. and by virtue of the securities held by Messrs. Peter Jonna and Ian Schapiro, former members of the Issuer’s board of directors.

 

(2) Based upon 22,905,031 shares of Common Stock outstanding as reported on the Annual Report.

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 13 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   81,433(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   81,433(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.4%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in in its capacity as managing member of OCM FIE, LLC

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 14 of 24

 

 

1	NAME OF REPORTING PERSON   Oaktree Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   81,433(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   81,433(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.4%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 15 of 24

 

 

1	NAME OF REPORTING PERSON   Atlas OCM Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   81,433(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   81,433(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.4%
14	TYPE OF REPORTING PERSON   OO

 

(1) Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 16 of 24

 

 

1	NAME OF REPORTING PERSON   Brookfield Asset Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,395,734(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,395,734(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,395,734(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.8%
14	TYPE OF REPORTING PERSON   HC

 

(1) Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 17 of 24

 

 

1	NAME OF REPORTING PERSON   Partners Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,395,734(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   2,395,734(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,395,734(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.8%
14	TYPE OF REPORTING PERSON   HC

 

(1) Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 18 of 24

 

 

This Amendment No. 11 (“Amendment No. 11”) to Schedule 13D amends and supplements Amendment No. 1 to Schedule 13D (“Amendment No. 1”), filed on January 28, 2019, Amendment No. 2 to Schedule 13D (“Amendment No. 2”), filed on May 29, 2019, Amendment No. 3 to Schedule 13D (“Amendment No. 3”), filed on August 16, 2019, Amendment No. 4 to Schedule 13D (“Amendment No. 4”), filed on October 10, 2019, Amendment No. 5 to Schedule 13D (“Amendment No. 5”), filed on November 1, 2019, Amendment No. 6 (“Amendment No. 6”), filed on November 18, 2019, Amendment No. 7 (“Amendment No. 7”), filed on January 23, 2020, Amendment No. 8 (“Amendment No. 8”), filed on August 7, 2020, Amendment No. 9 (“Amendment No. 9”), filed on February 4, 2021 and Amendment No. 10 (“Amendment No. 10”), filed on February 8, 2021, each of which amended and supplemented the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 5, 2018 (together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “Schedule 13D”), relating to Infrastructure and Energy Alternatives, Inc. (the “Issuer”).

As further described in Item 6, the Reporting Persons are party to certain agreements with Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (the “Ares Entities”). 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 Ares Entities. The Reporting Persons expressly disclaim any membership in a group with the Ares Entities. It is the understanding of the Reporting Persons that the Ares Entities are filing a separate Schedule 13D with respect to the shares of Common Stock beneficially owned by the Ares 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 Ares Entities, and the Reporting Persons disclaim beneficial ownership over such shares.

CUSIP No. 45686J104

SCHEDULE 13D

Page 19 of 24

 

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b)

As of the date of this Amendment No. 11, the Reporting Persons beneficially owned that number of shares of Common Stock (the “Subject Shares”) set forth on the cover pages hereto, which information is incorporated herein by reference.

The aggregate percentage of shares of Common Stock reported as owned by Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report and (ii) the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC.

The aggregate percentage of shares of Common Stock reported as owned by each of OT POF IEA Preferred B Aggregator, L.P. (“Aggregator LP”) and OT POF IEA Preferred B Aggregator GP, LLC (“Aggregator GP”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report and (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP.

The aggregate percentage of shares of Common Stock reported as owned by each of Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), Oaktree Fund GP, LLC (“GP”), Oaktree Fund GP I, L.P. (“GP I”), Oaktree Capital I, L.P. (“Capital I”), OCM Holdings I, LLC (“Holdings I”), Oaktree Holdings, LLC (“Holdings LLC”) and Oaktree Capital Group, LLC (“OCG”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 481,181 shares of Common Stock issuable upon the exercise of the Warrants held by Oaktree.

The aggregate percentage of shares of Common Stock reported as owned by each of Atlas OCM Holdings LLC (“Atlas OCM LLC”), Oaktree Capital Management GP LLC (“OCM GP LLC”), Oaktree Capital Management, L.P. (“OCM”) and OCM FIE, LLC (“FIE”) is based on 22,905,031 shares of Common Stock outstanding as reported on the Annual Report.

CUSIP No. 45686J104

SCHEDULE 13D

Page 20 of 24

 

The aggregate percentage of shares of Common Stock reported as owned by each of Brookfield Asset Management, Inc. (“BAM”) and Partners Limited (“Partners”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 481,181 shares of Common Stock issuable upon the exercise of the Warrants held by Oaktree.

Oaktree LLC may be deemed to directly beneficially own 430,466 shares of Common Stock, which is 1.9% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock include the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC.

Aggregator LP may be deemed to directly beneficially own 1,018,374 shares of Common Stock comprised of shares issuable upon exercise of the Warrants held by Aggregator LP, which is 4.3% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares upon exercise of such Warrants.

Aggregator GP, in its capacity as the general partner of Aggregator LP has the ability to direct the management of Aggregator LP’s business, including the power to direct the decisions of Aggregator LP regarding the vote and disposition of securities held by Aggregator LP, therefore, Aggregator GP may be deemed to have indirect beneficial ownership of the Subject Shares held by Aggregator LP.

Oaktree may be deemed to directly beneficially own 865,461 shares of Common Stock,  which is 3.7% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock includes the 481,181 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree.

 

Oaktree, in its capacity as the managing member of Oaktree LLC, has the ability to direct the management of Oaktree LLC’s business, including the power to direct the decisions of Oaktree LLC regarding the vote and disposition of securities held by Oaktree LLC; therefore, Oaktree may be deemed to have indirect beneficial ownership of the Subject Shares held by Oaktree LLC. Pursuant to the Third Amended and Restated Investor Rights Agreement, each of Oaktree LLC and any affiliated transferee thereof has granted a power of attorney to vote such person’s shares of Common Stock and to act on such person’s behalf under the Third Amended and Restated Investor Rights Agreement. Additionally, Oaktree, in its capacity as the managing member of Aggregator GP, has the ability to direct the management of Aggregator GP’s business, including the power to direct the decisions of Aggregator GP regarding the vote and disposition of securities held by Aggregator LP; therefore, Oaktree may be deemed to have indirect beneficial ownership of the Subject Shares held by Aggregator LP.

GP, in its capacity as general partner of Oaktree, has the ability to direct the management of Oaktree’s business, including the power to direct the decisions of Oaktree regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, GP may be deemed to have indirect beneficial ownership of the Subject Shares.

GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to direct the decisions of GP regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP, therefore, GP I may be deemed to have indirect beneficial ownership of the Subject Shares.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Capital I may be deemed to have indirect beneficial ownership of the Subject Shares.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Subject Shares.

CUSIP No. 45686J104

SCHEDULE 13D

Page 21 of 24

 

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the Subject Shares.

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, OCG may be deemed to have indirect beneficial ownership of the Subject Shares.

Pursuant to the policies of OCM, Messrs. Schapiro and Jonna hold their securities for the benefit of FIE. OCM is the managing member of FIE; OCM GP LLC is the general partner of OCM and has the power to direct the management of OCM including its decisions with respect to such Subject Shares; Atlas OCM LLC is the sole managing member of OCM GP LLC and has the power to direct the management of OCM GP LLC including its decisions with respect to such Subject Shares; Atlas OCM LLC is managed by its ten member board of directors; therefore, FIE, OCM, OCM GP LLC and Atlas OCM LLC may be deemed to have indirect beneficial ownership of such Subject Shares.

With respect to the Subject Shares reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of Subject Shares which such Reporting Person may be deemed to beneficially own as set forth above.

Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, Brookfield Asset Management, Inc. (“BAM”) and other parties thereto, as reported by OCG on a Current Report on Form 8-K, dated October 4, 2019, BAM and certain of its affiliates may be deemed to beneficially own certain Subject Shares reported herein as beneficially owned by OCG and Atlas OCM LLC. BAM disclaims beneficial ownership of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, except to the extent of its pecuniary interest therein.

Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of the Subject Shares reported herein as beneficially owned by OCG and Atlas OCM LLC. Partners disclaims beneficial ownership of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, except to the extent of its pecuniary interest therein.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Oaktree LLC and Aggregator LP, that it is the beneficial owner of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than Oaktree LLC and Aggregator LP. 

To the actual knowledge of the Reporting Persons, none of the Covered Persons directly owns any Subject Shares; provided, however, that because of each Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the Subject Shares beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the Subject Shares reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

(c)       On March 23, 2021, Oaktree LLC completed a distribution to its members, pro rata in accordance with such member's ownership interest in Oaktree LLC and the governing documents of Oaktree LLC, 1,554,127 shares of Common Stock and warrants exercisable for 618,007 shares of Common Stock. As part of this distribution, Oaktree became the direct beneficial owner of (i) 384,280 shares of Common Stock and (ii) warrants exercisable for 481,181 shares of Common Stock.

(d)       Not applicable.

(e)       Not applicable.

 

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 22 of 24

 

 

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.

 

Dated: March 25, 2021

	Infrastructure and Energy Alternatives, LLC
	By:	/s/ Peter Jonna
		Name: Peter Jonna Title: Authorized Signatory
	OT POF IEA Preferred B Aggregator, L.P.
	By:	OT POF IEA Preferred B Aggregator GP, LLC
	Its:	General Partner
	By:	Oaktree Power Opportunities Fund III Delaware, L.P.
	Its:	Managing Member
	By:	Oaktree Fund GP, LLC
	Its:	General Partner
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	OT POF IEA Preferred B Aggregator GP, LLC
	By:	Oaktree Power Opportunities Fund III Delaware, L.P.
	Its:	Managing Member
	By:	Oaktree Fund GP, LLC
	Its:	General Partner
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory

 

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 23 of 24

 

 

	Oaktree Power Opportunities Fund III Delaware, L.P.
	By:	Oaktree Fund GP, LLC
	Its:	General Partner
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	Oaktree Fund GP, LLC
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	Oaktree Fund GP I, L.P.
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	Oaktree Capital I, L.P.
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Vice President
	OCM Holdings I, LLC
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Vice President

 

	Oaktree Holdings, LLC
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Vice President
	Oaktree Capital Group, LLC
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Vice President

 

	OCM FIE, LLC
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory

 

 

 

 

CUSIP No. 45686J104

SCHEDULE 13D

Page 24 of 24

 

 

	Oaktree Capital Management, L.P.
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Vice President

 

	Oaktree Capital Management GP, LLC
	By: Atlas OCM Holdings, LLC
	Its: Managing Member
	By: Oaktree New Holdings, LLC
	Its: Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	Atlas OCM Holdings, LLC
	By: Oaktree New Holdings, LLC
	Its: Member
	By:	/s/ Henry Orren
		Name: Henry Orren Title: Authorized Signatory
	Brookfield Asset Management Inc.
	By:	/s/ Jessica Diab
		Name: Jessica Diab Title: Vice President, Legal & Regulatory
	Partners Limited
	By:	/s/ Brian Lawson
		Name: Brian Lawson Title: Director and President