Infrastructure and Energy Alternatives, Inc. Announces Closing of $50 Million Equity Transaction
August 30 2019 - 4:15PM
Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA”
or the “Company”), a leading infrastructure construction company
with specialized energy and heavy civil expertise, today announced
that it has completed the sale of 50,000 shares of Series B
Preferred Stock (which have been designated as Series B-2 Preferred
Stock as described below) and 900,000 warrants to purchase the
Company’s common stock at an exercise price of $0.0001 (the
“Tranche One Transaction”) to funds managed by the Private Equity
Group of Ares Management Corporation (NYSE: ARES), a leading global
alternative investment manager (“Ares”) for an aggregate purchase
price of $50.0 million as contemplated by the Equity Commitment
Agreement, dated as of August 13, 2019 (as amended, the “Second
Equity Commitment Agreement”). The net proceeds from the sale of
the Tranche One Transaction will be used for working capital and to
reduce outstanding borrowings under the Company’s revolving credit
facility.
In connection with the closing of the Tranche
One Transaction, the Company (i) amended and restated the
Certificate of Designations of the Series B Preferred Stock of the
Company to re-designate the Company’s Series B Preferred Stock
issued and outstanding prior to the closing of the Tranche One
Transaction as “Series B-1 Preferred Stock” and (ii) created a new
series of the Company’s preferred stock designated as “Series B-2
Preferred Stock” that was sold to funds managed by the Private
Equity Group of Ares in the Tranche One Transaction. The terms of
the Series B-1 Preferred Stock and Series B-2 Preferred Stock are
substantially similar to the terms set forth in the form of Amended
and Restated Certificate of Designations of Series B Preferred
Stock attached as Exhibit A to the Second Equity Commitment
Agreement.
Guggenheim Securities, LLC acted as exclusive
financial advisor to the Company in connection with the Tranche One
Transaction and Perella Weinberg Partners LP acted as exclusive
financial advisor to the special committee of the Company's Board
of Directors.
For a more detailed description of the Tranche
One Transaction and certain risks related to these transactions,
please refer to our quarterly report on Form 10-Q for the second
quarter of 2019.
About IEA
Infrastructure and Energy Alternatives, Inc.
(IEA) is a leading infrastructure construction company with
specialized energy and heavy civil expertise. Headquartered in
Indianapolis, Indiana, with operations throughout the country,
IEA’s service offering spans the entire construction process. The
Company offers a full spectrum of delivery models including full
engineering, procurement, and construction, turnkey, design-build,
balance of plant, and subcontracting services. IEA is one of three
Tier 1 wind energy contractors in the United States and has
completed more than 200 wind and solar projects across North
America. In the heavy civil space, IEA offers a number of specialty
services including environmental remediation, industrial
maintenance, specialty transportation infrastructure and other site
development for public and private projects. For more information,
please visit IEA’s website at www.iea.net or follow IEA on
Facebook, LinkedIn and Twitter for the latest company
news and events.
Forward Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The forward-looking statements can be identified by the use of
forward-looking terminology including “may,” “should,” “likely,”
“will,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,”
“seek,” “target,” “continue,” “plan,” “intend,” “project,” or other
similar words. All statements, other than statements of historical
fact included in this press release, regarding expectations for the
use of offering proceeds, future financial performance, business
strategies, expectations for our business, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, plans, objectives and beliefs of management are
forward-looking statements. These forward-looking statements
are based on information available as of the date of this release
and our management’s current expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we cannot give
any assurance that such expectations will prove correct.
Forward-looking statements should not be relied upon as
representing our views as of any subsequent date. As a result of a
number of known and unknown risks and uncertainties, our actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include:
- our ability to enter into definitive agreements for our
previously announced Tranche Two Transaction and/or a merger
agreement and to consummate those transactions;
- availability of commercially reasonable and accessible sources
of liquidity and bonding;
- our ability to generate cash flow and liquidity to fund
operations;
- the timing and extent of fluctuations in geographic, weather
and operational factors affecting our customers, projects and the
industries in which we operate;
- our ability to identify acquisition candidates, integrate
acquired businesses and realize upon the expected benefits of the
acquisition of CCS and William Charles;
- consumer demand;
- our ability to grow and manage growth profitably;
- the possibility that we may be adversely affected by economic,
business, and/or competitive factors;
- market conditions, technological developments, regulatory
changes or other governmental policy uncertainty that affects us or
our customers;
- our ability to manage projects effectively and in accordance
with management estimates, as well as the ability to accurately
estimate the costs associated with our fixed price and other
contracts, including any material changes in estimates for
completion of projects;
- the effect on demand for our services and changes in the amount
of capital expenditures by customers due to, among other things,
economic conditions, commodity price fluctuations, the availability
and cost of financing, and customer consolidation;
- the ability of customers to terminate or reduce the amount of
work, or in some cases, the prices paid for services, on short or
no notice;
- customer disputes related to the performance of services;
- disputes with, or failures of, subcontractors to deliver
agreed-upon supplies or services in a timely fashion;
- our ability to replace non-recurring projects with new
projects;
- the impact of U.S. federal, local, state, foreign or tax
legislation and other regulations affecting the renewable energy
industry and related projects and expenditures;
- the effect of state and federal regulatory initiatives,
including costs of compliance with existing and future safety and
environmental requirements;
- fluctuations in maintenance, materials, labor and other
costs;
- our beliefs regarding the state of the renewable wind energy
market generally; and
- the “Risk Factors” described in our Annual Report on Form 10-K
for the year ended December 31, 2018, and in our quarterly reports,
other public filings and press releases.
We do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws.
Contact
Andrew Layman |
Financial Profiles, Inc. |
Chief Financial Officer |
Larry Clark, Senior Vice
President |
Andrew.Layman@iea.net |
lclark@finprofiles.com |
765-828-2580 |
310-622-8223 |
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