Item 1.01 Entry into a Material Definitive Agreement.
Third Amended and Restated Investor Rights Agreement
On
• reduce the size of the Company's Board of Directors (the "Board") from ten (10) directors to seven (7) directors; • amend the corporate governance rights of M III Sponsor and OPOF III, so that each of M III Sponsor and OPOF III has the right to designate a sole director to the Board, rather than two directors; • specify that the Company will use its reasonable best efforts to reclassify the terms of certain directors; and • agree thatMohsin Meghji will no longer be considered a designee of M III Sponsor and resign from the Board, and thatIan Schapiro will no longer be considered a designee of OPOF III and resign from the Board.
In connection with the Third A&R Investor Rights Agreement, the Company entered
into a Waiver Agreement (the "Waiver Agreement"), between the Company and
The description of the Third A&R Investor Rights Agreement and Waiver Agreement are qualified in their entirety by reference to the full text of the Third A&R Investor Rights Agreement and Waiver Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and incorporated in this Item 1.01 by reference.
First Amendment to Rights Offering Agreement
On
The description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
Additionally, solely for the purpose of reclassifying the terms of certain Board
members pursuant to the Third A&R Investors Rights Agreement, the Board accepted
the resignations of
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Except as described above, there are no arrangements or understandings with the Company, or any other persons, pursuant to which Messrs. Jonna or Garner was appointed as a director of the Company.
The Company has determined that neither Messrs. Jonna or Garner, nor any of their respective immediate family members, has or had (nor does any propose to have) a direct or indirect material interest in any transaction in which the Company or any of the Company's subsidiaries was or is (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K. In addition, the Company has determined that there are no family relationships between Messrs. Jonna or Garner and any current executive officer or director of the Company.
Following the resignations and appointments described in this Item 5.02, the
Board reduced the size of the Board to seven (7) directors, consisting of two
(2) Class I directors (Messrs. Jonna and Garner), three (3) Class II directors
(Messrs. Roehm, Montgomery and Eber), and two (2) Class III directors (
Nominating and Audit Governance Committee Compensation Committee Committee Bid Review Committee Derek Glanvill Terence Montgomery (chair) Peter Jonna (chair) (chair) Derek Glanvill (chair) John Eber Terence Montgomery Peter Jonna Charles Garner Charles Garner John Eber Terence Montgomery Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its special meeting of shareholders (the "Special Meeting") on
Proposal 1: The issuance of the Capped Second ECA Warrants was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,053,791 93,643 20,440 --
Proposal 2: The issuance of the
For Against Abstain Broker Non-Votes 14,053,791 93,708 20,375 --
Proposal 3: This proposal was deemed withdrawn on the date of the Special Meeting because the Capped 2019 Commitment Series B-3 Preferred Stock and the Capped 2019 Commitment Warrants were not issued. Therefore, no vote was taken with respect to Proposal 3 at the Special Meeting.
Proposal 4: The issuance of the Capped 2020 Commitment Series B-3 Preferred Stock and Capped 2020 Commitment Warrants was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,049,608 97,091 21,175 --
Proposal 5: The issuance of the
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shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,049,608 97,091 21,175 --
Proposal 6: The Rights Offering, including the issuance of Series B-3 Preferred Stock and Warrants was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,050,288 96,411 21,175 --
Proposal 7: The issuance of Common Stock upon the conversion of shares of Series B-1 Preferred Stock was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,050,292 96,407 21,175 --
Proposal 8: The issuance of Common Stock upon the conversion of shares of Series B-2 Preferred Stock was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,050,288 96,411 21,175 --
Proposal 9: The issuance of Common Stock upon the conversion of shares of Series B-3 Preferred Stock was approved by the Company's shareholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 14,050,288 96,411 21,175 -- Item 8.01 Other Events.
On
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description Third Amended and Restated Investors Rights Agreement, dated as ofJanuary 23, 2020 , by and amongInfrastructure and Energy Alternatives, Inc. ,M III Sponsor I LLC ,Infrastructure and Energy Alternatives, LLC andOaktree Power Opportunities Fund 10.1#III Delaware, L.P. Waiver Agreement, dated as ofJanuary 23, 2020 , by and amongAres Management LLC (on behalf of its affiliated funds, investment vehicles and/or managed accounts) and 10.2Infrastructure and Energy Alternatives, Inc. First Amendment to Rights Offering Agreement, dated as ofJanuary 27, 2020 , by and amongInfrastructure and Energy Alternatives, Inc. ,Ares Special Situations Fund IV, L.P. ,ASOF Holdings I, L.P. ,Oaktree Power Opportunities Fund III Delaware, L.P. ,Infrastructure and Energy Alternatives, LLC 10.3 andOT POF IEA Preferred B Aggregator, L.P. 99.1 Press Release datedJanuary 17, 2020 .
# The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
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