SEC Form 4: Ares Management Llc returned 15,308,965 shares to the company, closing all direct ownership in the company
$IEA
Water Sewer Pipeline Comm & Power Line Construction
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/07/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.0001 par value per share | 10/07/2022 | D(1) | 67,690 | D | (1) | 0 | D | |||
| Common Stock, $0.0001 par value per share | 10/07/2022 | D(1) | 11,554,630 | D | (1) | 0 | I(2)(3)(4) | By ASOF Holdings I, L.P. | ||
| Common Stock, $0.0001 par value per share | 10/07/2022 | D(1) | 3,686,645 | D | (1) | 0 | I(2)(3)(4) | By Ares Special Situations Fund IV, L.P. | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Common Stock | $0.0001 | 10/07/2022 | D(5) | 4,327,322 | 09/23/2021 | (5) | Common stock, par value $0.0001 per share(5) | 0 | (5) | 0 | I(2)(3)(4) | By ASOF Holdings I, L.P. | |||
| Warrants to purchase Common Stock | $0.0001 | 10/07/2022 | D(5) | 296,661 | 08/30/2019 | (5) | Common stock, par value $0.0001 per share(5) | 0 | (5) | 0 | I(2)(3)(4) | By ASOF Holdings I, L.P. | |||
| Warrants to purchase Common Stock | $0.0001 | 10/07/2022 | D(5) | 339,136 | 08/30/2019 | (5) | Common stock, par value $0.0001 per share(5) | 0 | (5) | 0 | I(2)(3)(4) | By Ares Special Situations Fund IV, L.P. | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share was disposed of subject to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 24, 2022, by and among MasTec, Inc. ("MasTec"), Indigo Acquisition I Corp. and the Issuer, for a price, subject to the Merger Agreement, of $10.50 in cash consideration and 0.0483 shares of MasTec common stock having a market value of $65.53 per share on the effective date of the merger. |
| 2. This statement is being filed jointly by (i) Ares Special Situations Fund IV, L.P. ("ASSF IV"), (ii) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (iii) ASOF Holdings I, L.P ("ASOF"), (iv) ASOF Investment Management LLC ("ASOF Investment Management"), (v) Ares Management LLC, (vi) Ares Management Holdings L.P. ("Ares Management Holdings"), (vii) Ares Holdco LLC ("Ares Holdco"), (viii) Ares Management Corporation ("Ares Management"), (ix) Ares Voting LLC ("Ares Voting"), (x) Ares Management GP LLC ("Ares Management GP") and (xi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). This Form 4 is being filed in two parts due to the number of Reporting Persons. |
| 3. Ares Partners is the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC, which is: (a) the general partner of ASSF Operating Manager IV, which is the manager of ASSF IV and (b) the sole member of ASOF Investment Management, which is the manager of ASOF. |
| 4. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, 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 (the "Exchange Act"), or for any other purposes. |
| 5. Each warrant was disposed of subject to the terms Merger Agreement, for a price, subject to the Merger Agreement, of $10.50 in cash consideration and 0.0483 shares of MasTec common stock having a market value of $65.53 per share on the effective date of the merger. |
| Remarks: |
| Ares Management LLC and its affiliates designated Matthew Underwood and Scott Graves to be appointed to the board of directors of the Issuer. Mr. Underwood became a director effective March 10, 2020 and Mr. Graves became a director effective August 17, 2021. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act. |
| ARES MANAGEMENT LLC /s/ Josh Bloomstein By: Josh Bloomstein Its: Authorized Signatory | 10/11/2022 | |
| ARES SPECIAL SITUATIONS FUND IV, L.P. By: ASSF OPERATING MANAGER IV, L.P. Its: Manager /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory | 10/11/2022 | |
| ASSF OPERATING MANAGER IV, L.P. /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory | 10/11/2022 | |
| ASOF HOLDINGS I, L.P. By: ASOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory | 10/11/2022 | |
| ASOF INVESTMENT MANAGEMENT LLC /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory | 10/11/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||