Infrastructure and Energy Alternatives, Inc. Announces Pricing of its Public Offering of $175 million of Common Stock and Pre-Funded Warrants
July 29 2021 - 8:45AM
Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA”
or the “Company”), today announced the pricing of an underwritten
public offering of common stock and, to certain investors in lieu
thereof, pre-funded warrants to purchase shares of common stock in
an underwritten public offering, at a price to the public of $11.00
per share of common stock and $10.9999 per pre-funded warrant.
At closing, IEA will issue 8,161,502 shares of its common stock
and, pre-funded warrants to purchase 7,747,589 additional shares of
its common stock. The pre-funded warrants will be issued to ASOF
Holdings I, L.P. (“ASOF”), a fund managed by Ares Management LLC,
and other investors who would otherwise have exceeded 32% (or, at
the election of the purchaser, 9.99%) beneficial ownership of our
issued and outstanding common stock immediately following the
offering. The shares of common stock and pre-funded warrants will
be issued separately. The pre-funded warrants do not have a term
and may be exercised for a price of $0.0001 per share immediately
upon issuance. The pre-funded warrants will be certificated, and
will be delivered to the investors by physical delivery following
the closing. There is no established public trading market for the
pre-funded warrants and IEA does not expect a market to
develop.
The underwriting discounts and commissions for shares of common
stock and pre-funded warrants purchased by public investors will be
$0.66 per share of common stock and be approximately $0.66 per
pre-funded warrant. The underwriters will not receive any discount
or commissions on shares of common stock or pre-funded warrants
purchased by ASOF or its affiliates. The common stock and
pre-funded warrants purchased by ASOF will result in ASOF and its
affiliates beneficially owning in excess of 37.8% of our
outstanding common stock on an Adjusted Outstanding Basis (as
defined in the prospectus supplement for the offering).
In addition, IEA has granted the underwriters a 30-day option to
purchase additional shares of common stock up to 15% of the
aggregate number of shares of common stock plus the shares of
common stock underlying any pre-funded warrants that are sold in
the offering, at the public offering price less the underwriting
discounts and commissions. The offering is expected to close on
August 2, 2021, subject to the satisfaction of customary closing
conditions. All of the securities in the offering are to be sold by
IEA.
The gross proceeds to IEA from the offering, before deducting
underwriting discounts and commissions and offering expenses
payable by IEA, are expected to be approximately $175 million. IEA
intends to use all of the net proceeds from the offering to
repurchase and redeem a portion of its outstanding Series B
Preferred Stock and pay the associated redemption premium as
described in the preliminary prospectus supplement relating to the
offering.
Guggenheim Securities, LLC is acting as book-running manager and
representative of the underwriters for the offering. BMO Capital
Markets, CIBC Capital Markets and Fifth Third Securities, Inc. are
acting as joint book-runners for the offering. D.A. Davidson &
Co. and Thompson Davis acted as co-managers for the offering.
The securities being offered in the offering will be offered by
IEA pursuant to a shelf registration statement on Form S-3 (No.
333-251148), including a base prospectus, previously filed with and
declared effective by the Securities and Exchange Commission (the
“SEC”). The securities will be offered only by means of a
prospectus. A preliminary prospectus supplement relating to and
describing the terms of the offering has been filed with the SEC
and a final prospectus supplement relating to and describing the
terms of the offering will be filed with the SEC and will be
available on the SEC’s website located at www.sec.gov. Copies
of the preliminary prospectus supplement and the accompanying
prospectus, and the final prospectus supplement, when available,
relating to the securities being offered may also be obtained by
contacting Guggenheim Securities, LLC, Attention: Equity Syndicate
Department, 330 Madison Avenue, 8th Floor, New York, New York
10017, by telephone at (212) 518-9544, or by email at
GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these 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.
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 offering, such as the timing of the
offering and the intended use of net proceeds from the offering.
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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