Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
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)
|
|
July 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. ☐
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 (“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).
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 2 of 28
|
|
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
17,177,131*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
17,177,131*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,177,131*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*In its capacity as the direct beneficial owner of 17,177,131 shares of common stock of the Issuer.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 3 of 28
|
|
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
OO (See item 3)
|
|
|
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*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,018,374*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,374*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
*In its capacity as the direct beneficial owner of warrants exercisable for 1,018,374 shares of common stock of the Issuer.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 4 of 28
|
|
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*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,018,374*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,374*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*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 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
*Solely in its capacity as the controlling equityholder of Infrastructure and Energy Alternatives, LLC and the managing member of OT POF IEA Preferred B Aggregator GP, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 6 of 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*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 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
*Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 8 of 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
&#
x2610;
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
*Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 9 of 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 10 of 28
|
|
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
18,195,505*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,195,505*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,195,505*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 11 of 28
|
|
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
18,242,409*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,242,409*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,242,409*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 12 of 28
|
|
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
46,904*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
*Solely in its capacity as managing member of OCM FIE, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 13 of 28
|
|
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
46,904*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 14 of 28
|
|
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
46,904*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 15 of 28
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
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
46,904*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
46,904*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,904*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
*Solely pursuant to the policies of OCM and by virtue of the securities held by Messrs. Peter Jonna, a member of the Issuer’s board of directors, and Ian
Schapiro, a former member of the Issuer’s board of directors.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 16 of 28
|
|
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
Ontario, Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,242,409*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,242,409*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,242,409*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
*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 28
|
|
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
Ontario, Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
18,242,409*
|
|
8
|
SHARED VOTING POWER
None
|
|
|
9
|
SOLE DISPOSITIVE POWER
18,242,409*
|
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,242,409*
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
*Solely in its capacity as the sole owner of Class B Limited Vo
ting Shares of Brookfield Asset Management, Inc.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 18 of 28
|
This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D amends and supplements Amendment No. 1 to Schedule 13D (“Amendment No. 1”), filed on January 22, 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 and Amendment No. 7 (“Amendment No. 7”), filed on January 23, 2020, 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 and Amendment No. 7, the “Schedule 13D”), relating
to Infrastructure and Energy Alternatives, Inc. (the “Issuer”).
As further described in Item 6 below, 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.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a) - (c), (f)
This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):
| (i) |
Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Seller”), whose principal business is to hold the Subject Shares;
|
| (ii) |
OT POF IEA Preferred B Aggregator, L.P., a Delaware limited partnership (“Aggregator LP”), whose principal business is to hold the Subject Shares;
|
| (iii) |
OT POF IEA Preferred B Aggregator GP, LLC, a Delaware limited liability company (“Aggregator GP”), whose principal business is to serve as, and perform the
functions of the managing member of Aggregator LP;
|
| (iv) |
Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (“Oaktree”), whose principal business is to (i) make investments in accordance
with its established purpose and other applicable terms of its limited partnership agreement and (ii) serve as, and perform the functions of, the manager, managing member, or general partner of certain special purpose investment
entities, including Oaktree and Aggregator GP;
|
| (v) |
Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the manager, managing
member or general partner of certain special purpose investment entities, including Oaktree;
|
| (vi) |
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner
of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds and (ii) to act as the sole shareholder of certain controlling entities of certain
investment funds;
|
| (vii) |
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner
of GP I;
|
| (viii) |
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general
partner of Capital I and to hold limited partnership interests in Capital I;
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 19 of 28
|
| (ix) |
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), whose principal business is to serve as, and perform the functions of, the
managing member of Holdings I;
|
| (x) |
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of
each of the general partner and investment adviser of certain investment funds and separately managed accounts;
|
| (xi) |
Oaktree Capital Management, L.P. (“Management”), a Delaware limited partnership, whose principal business is to provide investment advisory services to
investment funds and accounts;
|
| (xii) |
Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management;
|
| (xiii) |
Atlas OCM Holdings, LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP;
|
| (xiv) |
OCM FIE, LLC (“FIE”), whose principal business is to act as a holding company of economic interests;
|
| (xv) |
Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and
|
| (xvi) |
Partners Limited, a Canadian corporation (“Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
|
Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person
(collectively, the “Covered Persons”), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.
Except as set forth in Schedule A, the principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group, LLC, 333 South Grand
Avenue, 28th Floor, Los Angeles, California 90071.
(d)-(e)
During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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. 8, 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 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) the total shares outstanding 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 Infrastructure and
Energy Alternatives, LLC (“Oaktree LLC”) is based on (i) the total shares outstanding, (ii) the 6,206,248 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) the 657,383 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 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) the total shares outstanding, (ii) the 1,018,374 shares
of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 6,206,248 shares of Common Stock issuable upon
conversion of
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 20 of 28
|
the Series A Preferred Stock.
The aggregate percentage of shares of Common Stock reported as owned by each of Oaktree Capital Management, L.P. (“OCM”), Oaktree Capital Management GP LLC (“OCM GP LLC”), Atlas OCM Holdings LLC (“Atlas OCM LLC”) and OCM FIE, LLC
(“FIE”) is based on the total shares outstanding. In accordance with the Amended Series A Certificate, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined below) is calculated
by dividing (i) the Stated Value by (ii) the volume weighted average price (“VWAP”) per share of common stock for the 30 consecutive trading days ending on the trading day immediately preceding the conversion date. In the event the Series A Preferred
Stock is converted following an uncured non-payment, failure or default event, or if a holder of Series A Preferred Stock is converting (i) when the terms of the Series B Preferred Stock or the Issuer’s existing senior
credit agreement would prohibit the payment of cash dividends or (ii) when any shares of Series B Preferred Stock is outstanding, for the
purposes of the foregoing calculation, VWAP per share will be multiplied by 90%. The “VWAP per share” is defined as the per share volume-weighted average price as reported by Bloomberg (as further described in the Amended Series A
Certificate).
Oaktree LLC may be deemed to
directly beneficially own 17,177,131 shares of Common Stock, which is 59.0% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock includes (i) the 6,206,248
shares of Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC. In addition, as further described in
Item 6, on November 14, 2019, pursuant to the Exchange Agreement (as defined below), the Issuer issued 19,123.87 shares of Series B-3 Preferred Stock to Oaktree LLC. Such shares of Series B-3 Preferred Stock are not included in the
number of shares set forth above because the conversion of the Series B-3 Preferred Stock is subject to material conditions (as further described in “Conversion into Common Stock in Connection with Certain Events” in Item 6 below)
that are outside of the control of the Reporting Persons.
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 4.6% of the Issuer’s Common Stock outstanding, and has sole power to vote and
dispose of such shares upon exercise of such Warrants. Aggregator LP also owns shares of Series B-1 Preferred Stock. Such shares of Series B-1 Preferred Stock are not included in the number of shares set forth in the preceding
sentence because the conversion of the Series B-1 Preferred Stock is subject to material conditions that are outside of the control of the Reporting Persons. As further described in Item 6 below, pursuant to the terms of the
Tranche 2 Equity Commitment Agreement (as defined below), Aggregator LP has committed to purchase (i) up to 7,500 shares of Series B-3 Preferred Stock and approximately 257,812 Warrants, subject to the satisfaction of
certain material conditions and (ii) up to an additional 7,500 shares of Series B-3 Preferred Stock and approximately 257,812 Warrants, to the extent the shares of Series B-3 Preferred Stock and corresponding Warrants are not
purchased by the Issuer’s common stockholders in the Rights Offering (as defined below) (or if the proceeds from the Rights Offering are not used to repay the Issuer’s term loan). Such shares of Series B-3 Preferred Stock issuable
pursuant to the terms of the Tranche 2 Equity Commitment Agreement are not included in the number of shares set forth in the preceding sentence because the issuance of the Series B-3 Preferred Stock to Aggregator LP has not occurred
and the conversion of the Series B-3 Preferred Stock is subject to material conditions that are outside of the control of the Reporting
Persons. The shares of Common Stock underlying such Warrants are not included in the number of shares set forth in the preceding sentence because the issuance of the Warrants has not occurred and such issuance pursuant to
the Tranche 2 Equity Commitment Agreement is subject to material conditions outside of the control of the Reporting Persons.
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, 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.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 21 of 28
|
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.
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. 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.
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.
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 22 of 28
|
(c) Except as otherwise set forth in the Schedule 13D, none of the Reporting Persons has effected any transactions related to the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer.
Item 6 is supplemented by adding the following disclosure after the last paragraph under “Tranche 2 Equity Commitment Agreement”:
On July 23, 2020, the Issuer, the Oaktree Entities and the Ares Entities entered into a Second Amendment to the Tranche 2 Equity Commitment Agreement (the “Amendment”). The Amendment terminates Section 9.18 of
the Tranche 2 Equity Commitment Agreement, which relates to the obligation of the Issuer to issue to the Backstop Parties (as defined in the Tranche 2 Equity Commitment Agreement), and the Backstop Parties to purchase from the Issuer,
additional shares of Series B-3 Preferred Stock and Warrants pursuant to the 2020 Commitment (as defined in the Schedule 13D). In connection with the Amendment, the Issuer is obligated to pay the Oaktree
Entities (in the aggregate and not individually): (i) $262,500 in full satisfaction of the 2019 Commitment Fees (as defined in the Tranche 2 Equity Commitment Agreement) and (ii) $398,625 in full satisfaction of the 2020 Commitment Fees (as
defined in the Tranche 2 Equity Commitment Agreement). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Amendment, a copy of which is
filed as Exhibit 39 to the Schedule 13D and is incorporated by reference in its entirety into this Item 6.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
|
Exhibit 1
|
Joint Filing Agreement, by and among the Reporting Persons, dated as of August 7, 2020.
|
|
Exhibit 2
|
Agreement and Plan of Merger, dated as of November 3, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind
Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections
therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.1 to the Issuer’s Amendment No.1 to its Current Report on Form 8-K filed November 8, 2017).
|
|
Exhibit 3
|
Amendment No. 1 to the Agreement and Plan of Merger, dated November 15, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger
Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes
of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed November 21, 2017).
|
|
Exhibit 4
|
Amendment No. 2 to the Agreement and Plan of Merger, dated December 27, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger
Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes
of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.3 to the Issuer’s Current Report on Form 8-K filed January 2, 2018).
|
|
Exhibit 5
|
Amendment No. 3 to the Agreement and Plan of Merger, dated January 9, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub
I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of
certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.4 to the Issuer’s Current Report on Form 8-K filed January 10, 2018).
|
|
Exhibit 6
|
Amendment No. 4 to the Agreement and Plan of Merger, dated February 7, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub
I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of
certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.5 to the Issuer’s Current Report on Form 8-K filed February 9, 2018).
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 23 of 28
|
|
Exhibit 7
|
Amendment No. 5 to the Agreement and Plan of Merger, dated March 8, 2018, by and among the Issuer, IEA Energy Services LLC, Wind
Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely
for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.6 to the Issuer’s Current Report on Form 8-K filed March 8, 2018).
|
|
Exhibit 8
|
Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among IEA Energy Services LLC,
Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., M III Acquisition Corp., Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, M III Sponsor I LLC and M III Sponsor I LP
(incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed March 20, 2018).
|
|
Exhibit 9
|
Founder Shares Amendment Agreement, dated as of March 26, 2018, by and among M III Sponsor I LLC, M III Sponsor I LP, M III
Acquisition Corp. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
|
Exhibit 10
|
Registration Rights Agreement dated as of March 26, 2018 by and among Infrastructure and Energy Alternatives, Inc., Oaktree LLC, M III
Sponsor I LLC and M III Sponsor I LP, Cantor Fitzgerald & Co., Mr. Osbert Hood and Mr. Philip Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
|
Exhibit 11
|
Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to
Exhibit 3.3 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
|
|
Exhibit 12
|
Investor Rights Agreement, dated as of March 26, 2018, (i) by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I
LLC and any other Sponsor Affiliated Transferees who become a party to the agreement; and (ii) Infra
structure and Energy Alternatives, Inc. Infrastructure and Energy Alternatives, LLC, any other Seller Affiliated Transferees
who become a party to the agreement and Oaktree Power Opportunities Fund III Delaware, L.P., in its capacity as the representatives of the Selling Stockholders (incorporated by reference to Exhibit 10.3 to the Issuer’s Current
Report on Form 8-K filed March 29, 2018).
|
|
Exhibit 13
|
First Amendment to Amended and Restated Registration Rights Agreement, dated as of June 6, 2018, by and between Infrastructure and
Energy Alternatives, Inc. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed June 7, 2018).
|
|
Exhibit 14
|
Amended and Restated Founder Shares Amendment Agreement, dated as of June 6, 2018, by and among Infrastructure and Energy
Alternatives, Inc., M III Sponsor I LLC, M III Sponsor I LP, Infrastructure and Energy Alternatives, LLC and Messrs. Hood and Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed
June 7, 2018.)
|
|
Exhibit 15
|
Equity Commitment Agreement, dated as of May 14, 2019, by and among Infrastructure and Energy Alternatives Inc., the Commitment
Parties thereto, and Oaktree Power Opportunities Fund III Delaware, L.P., solely for limited purposes (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 10-Q filed on May 15, 2019).
|
|
Exhibit 16
|
Amended and Restated Equity Commitment Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., and
the commitment parties party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
|
Exhibit 17
|
Warrant Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc. and OT POF IEA Preferred B
Aggregator, L.P. (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
|
Exhibit 18
|
Second Amendment to Amended and Restated Registration Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and
Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current
Report on Form 8-K filed May 22, 2019).
|
|
Exhibit 19
|
Certificate of Designations of Series B Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to
Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
|
Exhibit 20
|
Amended and Restated Investor Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., M
III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 24 of 28
|
|
Exhibit 21
|
Amended and Restated Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc.
(incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
|
|
Exhibit 22
|
Equity Commitment Agreement, dated August 13, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties
party thereto and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 10-Q filed on August 14, 2019).
|
|
Exhibit 23
|
Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and among Infrastructure and Energy
Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on August
30, 2019).
|
|
Exhibit 24
|
Equity Commitment Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties
party thereto, Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC, and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K
filed on October 30, 2019).
|
|
Exhibit 25
|
Preferred Stock Exchange Agreement, dated October 29, 2019, by and among the Infrastructure and Energy Alternatives, Inc.,
Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by
reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on October 30, 2019).
|
|
Exhibit 26
|
Rights Offering Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and
Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit
10.3 to the Issuer’s Form 8-K filed on October 30, 2019).
|
|
Exhibit 27
|
Voting Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy
Alternatives, LLC, OT POF IEA Preferred B Aggregator, L.P., M III Sponsor, Mohsin Y. Meghji, Mohsin Meghji 2016 Gift Trust and Charles Garner and M III Sponsor I LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s
Form 8-K filed on October 30, 2019).
|
|
Exhibit 28
|
Indemnification Letter Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Oaktree
Power Opportunities Fund III Delaware
L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on October 30,
2019).
|
|
Exhibit 29
|
Certificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference
to Exhibit 3.1 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 30
|
Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc.
(incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 31
|
Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives, Inc.
(incorporated by reference to Exhibit 3.3 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 32
|
Investor Rights Agreement, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., Ares Special Situations
Fund IV, L.P., ASOF Holdings I, L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 33
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Ares Special Situations
Fund IV, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 34
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and ASOF Holdings I, L.P.
(incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 35
|
Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy
Alternatives, LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed on November 15, 2019).
|
|
Exhibit 36
|
Fourth Amendment to Amended and Restated Registration Rights Agreement, dated as of November 14, 2019, by and among Infrastructure and
Energy Alternatives, Inc., OT POF IEA Preferred B Aggregator, L.P., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.5 to the
Issuer’s Form 8-K filed on November 15, 2019).
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 25 of 28
|
|
Exhibit 37
|
First Amendment to Rights Offering Agreement, dated as of January 27, 2020, by and among Infrastructure and Energy Alternatives, Inc.,
Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by
reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on January 27, 2020).
|
|
Exhibit 38
|
Third Amended and Restated Investor Rights Agreement, dated as of January 23, 2020, by and among Infrastructure and Energy
Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on January
27, 2020).
|
|
Exhibit 39
|
Second Amendment to Equity Commitment Agreement, dated July 23, 2020, by and among Infrastructure and Energy Alternatives, Inc., the
Commitment Parties party thereto, Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC, and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the
Issuer’s Form 8-K filed on July 24, 2020).
|
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 26 of 28
|
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: August 7, 2020
|
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 27 of 28
|
|
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
|
|||
|
Oaktree Capital Management, L.P.
|
|||
|
By:
|
/s/ Henry Orren | ||
|
Name: Henry Orren
Title: Vice President
|
|||
|
CUSIP No. 45686J104
|
SCHEDULE 13D
|
Page 28 of 28
|
|
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
|
|||
|
OCM FIE, LLC
|
|||
|
By:
|
/s/ Henry Orren
|
||
|
Name: Henry Orren
Title: Authorized Signatory
|
|||
|
Brooklfield Asset Management Inc.
|
|||
|
By:
|
/s/ Jessica Diab
|
||
|
Name: Jessica Diab
Title: Vice President, Legal & Regulatory
|
|||
|
Partners Limited
|
|||
|
By:
|
/s/ Lisa Chu
|
||
|
Name: Lisa Chu
Title: Treasurer
|
|||
ANNEX A
Oaktree Capital Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
Oaktree Fund GP, LLC
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
Oaktree Power Opportunities Fund III Delaware, L.P.
The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. is Oaktree Fund GP, LLC.
OT POF IEA Preferred B Aggregator GP, LLC
The managing member of OT POF IEA Preferred B Aggregator GP, LLC is Oaktree Power Opportunities Fund III Delaware, L.P.
OT POF IEA Preferred B Aggregator, L.P.
The general partner of OT POF IEA Preferred B Aggregator, L.P. is OT POF IEA Preferred B Aggregator GP, LLC.
Infrastructure and Energy Alternatives, LLC
The controlling equityholder of Infrastructure and Energy Alternatives, LLC is Oaktree Power Opportunities Fund III Delaware, L.P.
OCM FIE, LLC
The managing member of OCM FIE, LLC is Oaktree Capital Management, L.P.
Oaktree Capital Management GP, LLC
The general partner of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.
Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
|
Name
|
Principal Occupation
|
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
|
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief
Investment Officer of Oaktree Capital Management, L.P.
|
|
|
Jay S. Wintrob
|
Chief Executive Officer and
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree
Capital Management, L.P.
|
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
|
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
|
|
|
Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer
for Brookfield Asset Management Inc.
|
|
|
Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.
|
|
|
D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
|
|
Marna C. Whittington
|
Retired
|
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
|
|
Daniel D. Levin
|
Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
|
|
|
Todd E. Molz
|
General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative
Officer of Oaktree Capital Management, L.P.
|
Atlas OCM Holdings, LLC
The name and principal occupation of each of the directors and executive officers of Atlas OCM Holdings, LLC are listed below.
|
Name
|
Principal Occupation
|
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
|
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief
Investment Officer of Oaktree Capital Management, L.P.
|
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree
Capital Management, L.P.
|
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
|
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
|
|
|
Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer
for Brookfield Asset Management Inc.
|
|
|
Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Off
icer of Brookfield Asset Management Inc.
|
|
|
D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
|
|
Marna C. Whittington
|
Retired
|
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
Brookfield Asset Management Inc.
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.
|
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
|
M. Elyse Allan, Director
|
181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
U.S.A. and Canada
|
||||
|
Jeffrey M. Blidner, Vice Chair and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
|
Angela F. Braly, Director
|
832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.
|
Corporate Director
|
U.S.A.
|
||||
|
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Chair of Brookfield Partners Foundation
|
Canada
|
||||
|
Marcel R. Coutu, Director
|
c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Corporate Director
|
Canada
|
||||
|
Murilo Ferreira, Director
|
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090
|
Former Chief Executive Officer of Vale SA
|
Brazil
|
||||
|
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
|
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
|
Managing Partner and Chief Executive Officer of Brookfield
|
Canada
|
||||
|
Maureen Kempston Darkes, Director
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7
|
Corporate Director
|
Canada
|
||||
|
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner, Chief Executive Officer Real Estate of Brookfield
|
Canada
|
||||
|
Brian D. Lawson, Vice Chair and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
|
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity
|
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Private Equity of Brookfield
|
Canada
|
||||
|
Frank J. McKenna, Director
|
TDCT Tower
161 Bay Street, 35th Floor
Toronto, Ontario
M5J 2T2, Canada
|
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale
|
Canada
|
||||
|
Rafael Miranda, Director
|
C/Santiago de Compostela 100 28035 Madrid, Spain
|
Corporate Director
|
Spain
|
||||
|
Janice Fukakusa, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
||||
|
Lord Augustine Thomas O’Donnell, Director
|
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA
|
Chairman of Frontier Economics Limited
|
United Kingdom
|
||||
|
Lori Pearson, Managing Partner and Chief Operating Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Operating Officer of Brookfield
|
Canada
|
||||
|
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Infrastructure of Brookfield
|
Canada
|
||||
|
Seek Ngee Huat, Director
|
501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880
|
Chairman, Global Logistic Properties
|
Singapore
|
||||
|
Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
|
Canada
|
||||
|
Diana L. Taylor, Director
|
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Corporate Director
|
U.S.A. and Canada
|
||||
|
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
|
Canada
|
||||
|
Howard S. Marks, Director
|
c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071
|
Co-Chairman, Oaktree Capital Management
|
U.S.A
|
||||
|
Nicholas H. Goodman, Managing Partner and Chief Financial Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Financial Officer of Brookfield
|
United Kingdom
|
||||
|
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Alternative Investments of Brookfield
|
Canada
|
||||
Partners Limited
The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.
|
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
|
Jack L. Cockwell, Director and Chairman of the Board
|
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada
|
Chairman of Brookfield Partners Foundation
|
Canada
|
||||
|
Brian W. Kingston, Director
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner, Chief Executive Real Estate of Brookfield
|
Canada
|
||||
|
Brian D. Lawson, Director and President
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
|
Cyrus Madon, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Private Equity of Brookfield
|
Canada
|
||||
|
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
|
Samuel J.B. Pollock, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Infrastructure of Brookfield
|
Canada
|
||||
|
Sachin G. Shah, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
|
Canada
|
||||
|
Lisa Chu, Treasurer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President - Finance of Brookfield
|
Canada
|
||||
|
Lorretta Corso, Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator, Corporate Secretary of Brookfield
|
Canada
|
||||
|
Tim Wang, Assistant Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Manager, Capital Markets and Treasury of Brookfield
|
Canada
|
||||