SEC Form SC 13D/A filed by Infrastructure and Energy Alternatives, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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).

(1) In its capacity as the direct beneficial owner of 430,466 shares of common stock of Infrastructure and Energy Alternatives, Inc. (the “Issuer”), consisting of (i) 391,090 shares of common stock, par value $0.00001 (the “Common Stock”) and (ii) warrants exercisable for 39,376 shares of Common Stock.

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 8, 2021 (the “Annual Report”) and (ii) warrants exercisable for 39,376 shares of Common Stock.

(1) In its capacity as the direct owner of warrants exercisable for 1,018,374 shares of Common Stock.

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, and (ii) warrants exercisable for 1,018,374 shares of Common Stock.

(1) Solely in its capacity as the general partner of OT POF IEA Preferred B Aggregator, L.P.

(1) In its capacity as (a) the controlling equityholder of Infrastructure and Energy Alternatives, LLC and the managing member of OT POF IEA Preferred B Aggregator GP, LLC and (b) as the direct beneficial owner of (i) 384,280 shares of Common Stock and (ii) warrants exercisable for 481,181 shares of Common Stock.

(2) Based upon (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report and (ii) warrants exercisable for 481,181 shares of Common Stock.

(1) Solely in its capacity as the general partner of Oaktree Power Opportunities Fund III Delaware, L.P.

(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC.

(1) Solely pursuant to the policies of Oaktree Capital Management, L.P. and by virtue of the securities held by Messrs. Peter Jonna and Ian Schapiro, former members of the Issuer’s board of directors.

(2) Based upon 22,905,031 shares of Common Stock outstanding as reported on the Annual Report.

(1) Solely in in its capacity as managing member of OCM FIE, LLC

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

(1) Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

(1) 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.

(1) Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.

This Amendment No. 11 (“Amendment No. 11”) to Schedule 13D amends and supplements Amendment No. 1 to Schedule 13D (“Amendment No. 1”), filed on January 28, 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, Amendment No. 7 (“Amendment No. 7”), filed on January 23, 2020, Amendment No. 8 (“Amendment No. 8”), filed on August 7, 2020, Amendment No. 9 (“Amendment No. 9”), filed on February 4, 2021 and Amendment No. 10 (“Amendment No. 10”), filed on February 8, 2021, 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, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “Schedule 13D”), relating to Infrastructure and Energy Alternatives, Inc. (the “Issuer”).

As further described in Item 6, 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 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. 11, 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 Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report and (ii) the 39,376 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 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) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report 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 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) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 481,181 shares of Common Stock issuable upon the exercise of the Warrants held by Oaktree.

The aggregate percentage of shares of Common Stock reported as owned by each of Atlas OCM Holdings LLC (“Atlas OCM LLC”), Oaktree Capital Management GP LLC (“OCM GP LLC”), Oaktree Capital Management, L.P. (“OCM”) and OCM FIE, LLC (“FIE”) is based on 22,905,031 shares of Common Stock outstanding as reported on the Annual Report.

The aggregate percentage of shares of Common Stock reported as owned by each of Brookfield Asset Management, Inc. (“BAM”) and Partners Limited (“Partners”) is based on (i) 22,905,031 shares of Common Stock outstanding as reported on the Annual Report, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 481,181 shares of Common Stock issuable upon the exercise of the Warrants held by Oaktree.

Oaktree LLC may be deemed to directly beneficially own 430,466 shares of Common Stock, which is 1.9% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock include the 39,376 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC.

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 4.3% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares upon exercise of such Warrants.

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 may be deemed to directly beneficially own 865,461 shares of Common Stock,  which is 3.7% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock includes the 481,181 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree.

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.

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 and Atlas OCM LLC. 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.

Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of the Subject Shares reported herein as beneficially owned by OCG and Atlas OCM LLC. Partners 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.

(c)       On March 23, 2021, Oaktree LLC completed a distribution to its members, pro rata in accordance with such member's ownership interest in Oaktree LLC and the governing documents of Oaktree LLC, 1,554,127 shares of Common Stock and warrants exercisable for 618,007 shares of Common Stock. As part of this distribution, Oaktree became the direct beneficial owner of (i) 384,280 shares of Common Stock and (ii) warrants exercisable for 481,181 shares of Common Stock.

(d)       Not applicable.

(e)       Not applicable.

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: March 25, 2021