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Filing Details

Accession Number:: 0001104659-21-020910
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-11 18:56:02
Reporting Period:: 2021-02-09

Accepted Time:: 2021-02-11 18:56:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1652362	Infrastructure & Energy Alternatives Inc.	IEA	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1259313	Ares Management Llc	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1536937	L.p. Holdings Management Ares	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1611813	Ares Special Situations Fund Iv, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1620317	Ares Holdings Inc.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1669983	Ares Holdco Llc	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1683967	Assf Operating Manager Iv, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1793548	Asof Investment Management Llc	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1793549	Asof Holdings I, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	14,834	$1,000.00	14,834	No	4	P	Indirect	By ASOF Holdings I, L.P.
Series A Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	2,649	$1,000.00	2,649	No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
Series B-1 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	16,970	$1,000.00	16,970	No	4	P	Indirect	By ASOF Holdings I, L.P.
Series B-1 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	3,030	$1,000.00	33,030	No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
Series B-2 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2019-08-30	25,000	$1,000.00	25,000	No	4	P	Indirect	By ASOF Holdings I, L.P.
Series B-2 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2019-08-30	25,000	$1,000.00	25,000	No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
Series B-3 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	16,226	$1,000.00	71,226	No	4	P	Indirect	By ASOF Holdings I, L.P.
Series B-3 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2021-02-09	2,898	$1,000.00	27,898	No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By ASOF Holdings I, L.P.
No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
No	4	P	Indirect	By ASOF Holdings I, L.P.
No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
No	4	P	Indirect	By ASOF Holdings I, L.P.
No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.
No	4	P	Indirect	By ASOF Holdings I, L.P.
No	4	P	Indirect	By Ares Special Situations Fund IV, L.P.

Footnotes

On February 3, 2021, Ares Special Situations Fund IV, L.P. ("ASSF IV") and ASOF Holdings I, L.P. ("ASOF" and, together with ASSF IV, the "Ares Purchasers"), entered into a stock purchase agreement (the "SPA") with Infrastructure and Energy Alternatives, LLC ("IEA LLC") and OT POF IEA Preferred B Aggregator, L.P. ("OT POF IEA" and, together with IEA LLC, the "Oaktree Sellers"). Following satisfaction of the conditions contemplated by the SPA, on February 9, 2021, the Ares Purchasers purchased (i) 17,482.50 shares of the Issuer's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), (ii) 20,000 shares of the Issuer's Series B-1 Preferred Stock, par value $0.0001 per share (the "Series B-1 Preferred Stock") and (iii) 19,123.87 shares of the Issuer's Series B-3 Preferred Stock, par value $0.0001 per share (the "Series B-3 Preferred Stock") from the Oaktree Sellers for an aggregate purchase price of $65,975,235.58.
Pursuant to the SPA, ASOF purchased (i) 14,833.5 shares of Series A Preferred Stock, (ii) 16,970 shares of Series B-1 Preferred Stock and (iii) 16,225.87 shares of Series B-3 Preferred Stock.
Pursuant to the SPA, ASSF IV purchased (i) 2,649 shares of Series A Preferred Stock, (ii) 3,030 shares of Series B-1 Preferred Stock and (iii) 2,898 shares of Series B-3 Preferred Stock.
Includes 30,000 shares of Series B-1 Preferred Stock purchased by ASSF IV on May 20, 2019 pursuant to the Equity Commitment Agreement, dated as of May 14, 2019. Such shares of Series B-1 Preferred Stock were unintentionally omitted from the Form 3 filed by the Reporting Persons on November 22, 2019 (the "Form 3"), and are being reported for the first time in this Form 4. See remarks.
On August 13, 2019, ASSF IV and ASOF entered into an Equity Commitment Agreement, as amended on August 30, 2019 (the "August 2019 ECA"), pursuant to which each of ASSF IV and ASOF each purchased (i) 25,000 shares of the Issuer's Series B-2 Preferred Stock, par value $0.0001 per share (the "Series B-2 Preferred Stock") and (ii) as previously reported by the Reporting Persons on the Form 3, warrants to purchase 450,000 shares of the Issuer's common stock. The shares of Series B-2 Preferred Stock acquired by the Ares Purchasers on August 30, 2019 pursuant to the August 2019 ECA were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks.
Includes 55,000 shares of Series B-3 Preferred Stock purchased by ASOF on November 14, 2019 pursuant to the Equity Commitment Agreement, dated as of October 29, 2019 (the "October 2019 ECA"). Such shares of Series B-3 Preferred Stock were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks.
Includes 25,000 shares of Series B-3 Preferred Stock purchased by ASSF IV on November 14, 2019 pursuant to the October 2019 ECA. Such shares of Series B-3 Preferred Stock were unintentionally omitted from the Form 3 and are being reported for the first time in this Form 4. See remarks.
The manager of ASSF IV is ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), and the general partner of ASSF Operating Manager IV is Ares Management LLC. The manager of ASOF is ASOF Investment Management LLC ("ASOF Investment Management"), and the sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"). The sole stockholder of Ares Holdings is Ares Management Corporation ("Ares Management"). (continued in footnote 9)
Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this Form 4, the holders of the Class B Common Stock and the Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). (continued in footnote 10)
Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Reporting Persons and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Reporting Person is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.