Infrastructure and Energy Alternatives, Inc. Announces Transaction Agreement to Simplify Capital Structure
July 28 2021 - 4:24PM
Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA”
or the “Company”), today announced that it has entered into a
transaction agreement (the “Transaction Agreement”) with Ares
Special Situations Fund IV, L.P. (“ASSF”) and ASOF Holdings I, L.P.
(“ASOF” and, together with ASSF, the “Ares Parties”) funds managed
by Ares Management LLC (“Ares”).
The Ares Parties own 17,482.5 shares of the
Company’s Series A Preferred Stock, 50,000 shares of the Company’s
Series B-1 Preferred Stock, 50,000 shares of the Company’s Series
B-2 Preferred Stock, 199,123.87 shares of the Company’s Series B-3
Preferred Stock (collectively, the “Series B Preferred Stock”),
warrants to purchase 5,996,310 shares of the Company’s common stock
and certain anti-dilution rights to acquire additional warrants for
common stock.
Pursuant to the Transaction Agreement, the Ares
Parties will convert all of their Series A Preferred Stock into
approximately 2.1 million shares of common stock, exercise their
warrants for approximately 6.0 million shares of common stock at an
exercise price of $0.0001 per share, and receive approximately
0.5 million shares of common stock from their anti-dilution rights
that will be triggered upon conversion of the Series A Preferred
Stock. Subject to the terms and conditions of the Transaction
Agreement and successful closing of certain related transactions
described in the agreement, the Company will repurchase and redeem
all of the outstanding Series B Preferred Stock.
Subject to the completion of certain related
transactions, the Company expects to enter into a stockholders’
agreement (the “Stockholders’ Agreement”) with the Ares Parties in
connection with the Transaction Agreement, which will govern
certain board matters including the Ares Parties’ designation of up
to two members of our board depending upon their ownership.
Additionally, and also depending upon the Ares Parties’ level of
ownership, certain restrictions could apply, including restrictions
on transferring common stock, pre-funded warrants and common stock
underlying pre-funded warrants acquired in connection with the
Transaction Agreement, restricted activities and voting provisions
(in each case subject to exceptions). We also expect to enter into
a registration rights agreement amendment (the “RRA Amendment”)
with the Ares Parties obligating us to register for resale all of
the shares of common stock, pre-funded warrants, and shares of
common stock into which the pre-funded warrants would be
exercisable acquired by the Ares Parties in connection with the
Transaction Agreement.
We are filing a Current Report on Form 8-K with the
Securities and Exchange Commission today that includes a more
detailed description of the Transaction Agreement, Stockholders’
Agreement and RRA Amendment, as well as the transactions
contemplated in connection with these agreements. Investors should
read the Current Report on Form 8-K and the full text of the
Transaction Agreement filed as an exhibit to the Current Report on
Form 8-K for a complete understanding of the Transaction Agreement,
Stockholders’ Agreement and RRA Amendment.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. This press release shall not constitute a notice of
redemption for the Series B Preferred Stock.
About IEA
Infrastructure and Energy Alternatives, Inc. is a
leading infrastructure construction company with renewable energy
and specialty civil expertise. Headquartered in Indianapolis,
Indiana, with operations throughout the country, IEA’s service
offering spans the entire construction process. IEA offers a full
spectrum of delivery models including full engineering,
procurement, and construction, turnkey, design-build, balance of
plant, and subcontracting services. IEA is one of the larger
providers in the renewable energy industry and has completed more
than 240 utility scale wind and solar projects across North
America. In the heavy-civil space, IEA offers a number of specialty
services including environmental remediation, industrial
maintenance, specialty transportation infrastructure and other site
development for public and private projects. For more information,
please visit IEA’s website at www.iea.net or follow IEA
on Facebook, LinkedIn and Twitter for the
latest IEA news and events.
Cautionary Note Regarding Forward-Looking
Statements This release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The use of words such as “anticipate,”
“expect,” “could,” “may,” “intend,” “plan” and “believe,” among
others, generally identify forward-looking statements. These
forward-looking statements may include, but are not limited to,
statements regarding the Transaction Agreement, transactions under
the Transaction Agreement, and the expected benefits of the
Transaction Agreement. These forward-looking statements are based
on currently available operating, financial, economic and other
information, and are subject to a number of risks and
uncertainties. Readers are cautioned that these forward-looking
statements are only predictions and may differ materially from
actual future events or results. A variety of factors, many of
which are beyond our control, could cause actual future results or
events to differ materially from those projected in the
forward-looking statements in this release. For a full description
of the risks and uncertainties which could cause actual results to
differ from our forward-looking statements, please refer to IEA’s
periodic filings with the SEC including those described as “Risk
Factors” in IEA’s annual report on Form 10-K filed on March 8, 2021
and any quarterly reports on Form 10-Q filed thereafter. IEA does
not undertake any obligation to update forward-looking statements
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
Contacts: |
|
|
Peter J. MoerbeekChief Financial
OfficerPete.Moerbeek@iea.net765-828-2568 |
Kimberly EsterkinADDO Investor
Relationsiea@addo.com310-829-5400 |
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