SEC Form SC 13D/A filed by Infrastructure and Energy Alternatives Inc. (Amendment)

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

45686J104

(CUSIP Number)

Alison S. Ressler, Esq.

Rita-Anne O’Neill, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 7, 2022

(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 §240.13d-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).

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 control number.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer (as defined in this Schedule 13D) in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2022 (the “10-Q”).

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

* The calculation of the percentage of outstanding shares is based on 48,615,369 shares of Common Stock outstanding as of August 4, 2022 as disclosed by the Issuer in its 10-Q.

This Amendment No. 15 (this “Amendment No. 15”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on May 23, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on August 15, 2019, as amended by Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on September 4, 2019, as amended by Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on October 9, 2019, as amended by Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons on October 31, 2019, as amended by Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons on November 18, 2019, as amended by Amendment No. 6 to the Original Schedule 13D filed by the Reporting Persons on January 27, 2020, as amended by Amendment No. 7 to the Original Schedule 13D filed by the Reporting Persons on March 12, 2020, as amended by Amendment No. 8 to the Original Schedule 13D filed by the Reporting Persons on July 27, 2020, as amended by Amendment No. 9 to the Original Schedule 13D filed by the Reporting Persons on February 5, 2021, as amended by Amendment No. 10 to the Original Schedule 13D filed by the Reporting Persons on February 11, 2021, as amended by Amendment No. 11 to the Original Schedule 13D filed by the Reporting Persons on July 28, 2021, as amended by Amendment No. 12 to the Original Schedule 13D filed by the Reporting Persons on July 30, 2021, as amended by Amendment No. 13 to the Original Schedule 13D filed by the Reporting Persons on October 5, 2021 and as amended by Amendment No. 14 to the Original Schedule 13D filed by the Reporting Persons on July 26, 2022 (as so amended, the “13D Filing,” and together with this Amendment No. 15, this “Schedule 13D”). Except as amended in this Amendment No. 15, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 15 as so defined, unless otherwise defined in this Amendment No. 15. This Amendment No. 15 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

The Reporting Persons have been or currently are party to certain agreements with the Oaktree Entities, which agreements are described in Item 6 of this Schedule 13D and contemplate or contemplated, among other things, the issuance, exchange or transfer of certain securities of the Issuer (including securities convertible into or exercisable for shares of Common Stock), and certain other obligations of the Reporting Persons and the Oaktree Entities in respect of such securities. 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 Oaktree Entities. The Reporting Persons expressly disclaim any membership in a group with the Oaktree 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 Oaktree Entities or their affiliates, and the Reporting Persons disclaim beneficial ownership over such shares.

Item 2. Identity and Background

Items 2(a) and 2(c) of the 13D Filing are hereby amended and restated in their entirety as follows:

(a) 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”). The Reporting Persons have entered into a joint filing agreement, dated as of October 11, 2022, a copy of which is attached hereto as Exhibit 99.15. 

(c) The Reporting Persons are either holding companies without operations, or are principally engaged in the business of investment management or making, purchasing, selling and holding investments. 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. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. 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 these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.

Item 4. Purpose of the Transactions

Item 4 of the Schedule 13D is amended to add the following:

As previously disclosed, on July 24, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among MasTec, Inc. (“MasTec”), Indigo Acquisition I Corp. (“Merger Sub”) and the Issuer, whereby, among other things, Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving entity (the “Merger”).

The Merger closed on October 7, 2022. In connection with the Merger, the Reporting Persons exchanged all shares of Common Stock as well as RSUs, Pre-Funded Warrants and anti-dilution warrants convertible into Common Stock, for cash consideration and shares of MasTec common stock. As a result, the Reporting Persons no longer beneficially own any Common Stock of the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:

Item 7. Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended by adding the following:

SIGNATURE

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.

Date: October 11, 2022

EXHIBIT INDEX