IEA Energy Services LLC entered into a non-binding letter of intent to acquire M III Acquisition Corp. (NasdaqCM:MIII) in a reverse merger transaction on July 14, 2017. IEA Energy Services LLC entered into an agreement to acquire M III Acquisition Corp. (NasdaqCM:MIII) in a reverse merger transaction on July 14, 2017. Under the terms of agreement, Infrastructure & Energy Alternatives will receive 10 million equity shares of M III Acquisition Corp. Infrastructure & Energy Alternatives will receive 9 million shares as earn out if certain EBITDA threshold is achieved. Oaktree and the management will roll over investments into Infrastructure & Energy Alternatives. As part of the transaction, sponsor investors in M III have agreed to defer vesting of 1.875 million common shares with 50% of such common shares to vest when the common stock trades at $12 per share for any 20 of 30 trading days and the remainder to vest when such common stock trades at $14 per share for any 20 of 30 trading days. Infrastructure & Energy Alternatives, LLC will refinance its existing credit facility in connection with the closing. Subject to certain exceptions in the merger agreement, the amount needed to repay such facility will reduce the merger consideration and cash consideration. IEA Energy Services LLC will be renamed as “Infrastructure and Energy Alternatives, Inc.” upon completion of the merger and is expected to continue to be listed on the Nasdaq Capital Market under the symbol 'IEA'. Following the transaction, Infrastructure & Energy Alternatives, LLC will hold all of the existing renewable energy EPC businesses of Infrastructure and Energy Alternatives including the Infrastructure and Energy Alternatives family of companies, led by White Construction, Inc. and IEA Renewable Energy, Inc. Under certain circumstances, M III Acquisition Corp. agreed to pay a termination fee of $0.15 million in cash or, if sufficient cash is not available, $0.20 million in cash and Founder Shares. Existing management team, led by J.P. Roehm, will serve as the continuing management team for Infrastructure & Energy Alternatives, LLC as Chief Executive Officer, and Infrastructure & Energy Alternatives, LLC’s headquarters will remain in Indianapolis, Indiana. Pursuant to the transaction the initial Board of Directors of the combined company will consist of seven members, with two of the Directors to be nominated by Oaktree, two to be nominated by the sponsor investors in M III and the remainder to be jointly selected. Meghji, Schapiro, and Roehm will be members of the initial Board of Directors. The transaction is subject to the regulatory approval, the approval of M III’s stockholders, M III having at least $100 million in available cash, completion of required filings for Hart-Scott-Rodino Antitrust Improvements Act of 1976, application for listing the common shares to be issued to Infrastructure & Energy Alternatives on NASDAQ shall be approved and other customary conditions. As on November 3, 2017, the transaction received unanimous approval from the Board of both Infrastructure & Energy Alternatives and M III. As on February 23, 2018, the special meeting of M III Acquisition Corp. has been scheduled on March 7, 2018. As on March 2, 2018, special meeting of M III Acquisition Corp. has been rescheduled to March 12, 2018. As of March 12, 2018, special meeting of M III Acquisition Corp. has been rescheduled to March 15, 2018. As of March 15, 2018, the special meeting of M III Acquisition Corp. has been rescheduled to March 20, 2018. As of March 20, 2018, M III Acquisition Corp. and Infrastructure & Energy Alternatives entered into an agreement to forfeit the founder shares and waive off the condition of M III having minimum $100 million available in cash. The special meeting of M III Acquisition Corp. has been rescheduled to March 21, 2018. On March 21, 2018, shareholders of M III Acquisition approved the transaction. The transaction is expected to close in the first half of 2018. As of March 21, 2018, the transaction is expected to close on March 23, 2018. Stifel, Nicolaus & Company Incorporated, Jefferies LLC and Cantor Fitzgerald & Co acted as financial advisors, while Ellenoff Grossman & Schole LLP and Tana Ryan, Bryan Ikegami, Jean A. Lee, Sanjana Rishi, Richard J. Campbell, Adria M. Crowe, Alexandra Mihalas, Andy Barton, Brian Ford, Carleigh Trappe Rodriguez, Carol Anne Huff, H. Boyd Greene, Jane Wu, Lisa Tran, Luci Hague, Mario Mancuso, Michael A Schulman, Michael DeRita, Michael Krasnovsky, Roberto S. Miceli, Russell S. Light, Stefanie I. Gitler, Sydney Jones, Timothy L. Campany, Ty'Meka M. Reeves-Sobers and Tyler Orrin Richardson of Kirkland & Ellis LLP acted as legal advisors for M III Acquisition Corp in the transaction. FMI Capital Advisors Inc. acted as financial advisor and Ellen N. Ching, Lawrence G. Wee, Kenneth M. Schneider, Eric Goodison, Patrick Karsnitz, Mitchell Berg, Barry Langman, Reuven Falik, Marta Kelly, William O’Brien and Jonathan Ashtor of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for IEA Energy Services LLC. Morrow Sodali acted as information agent and Continental Stock Transfer & Trust Company acted as registrar to M III Acquisition. M III Acquisition agreed to pay Morrow a fee of $25,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses.