INDIANAPOLIS, Ind., Nov. 15, 2019 (GLOBE NEWSWIRE) -- Infrastructure and Energy Alternatives, Inc. (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 80,000 shares of Series B-3 Preferred Stock and 3,568,750 warrants to purchase the Company’s common stock at an exercise price of $0.0001 (the “First Closing”) to funds managed by the Private Equity Group of Ares Management Corporation (ARES), (such funds, together, “Ares”), a leading global alternative asset manager for an aggregate purchase price of $80.0 million as contemplated by the Equity Commitment Agreement, dated as of October 29, 2019. The net proceeds from the First Closing were used to reduce outstanding borrowings under the Company’s term loan.
The Series B-3 Preferred Stock sold by the Company in the First Closing were a new series of the Company’s preferred stock designated as “Series B-3 Preferred Stock.” In connection with the First Closing, the terms of the Company’s Series B-1 Preferred Stock and Series B-2 Preferred Stock were amended to be substantially similar to the terms of the Series B-3 Preferred Stock.
In addition, the Company consummated the Preferred Stock Exchange Agreement dated October 29, 2019 by and among the Company, Ares, Infrastructure and Energy Alternatives, LLC (“IEA LLC”) and other parties (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 warrants to purchase the Company’s common stock at an exercise price of $0.0001 to IEA LLC in exchange for 50% of the Series A Preferred Stock held by IEA LLC.
Guggenheim Securities, LLC acted as exclusive financial advisor to the Company in connection with the transactions, and Perella Weinberg Partners LP acted as exclusive financial advisor to the Special Committee of the Company's Board of Directors.
The Company has issued an investor presentation describing the impacts of the transactions, which was furnished as Exhibit 99.2 to the Company’s Current Report Form 8-K filed on October 30, 2019 and is also available on the Company’s website.
For a more detailed description of the First Closing and transactions in connection with the First Closing, and certain risks related to these transactions, please refer to our current reports on Form 8-K filed on October 30, 2019 and on or about the date hereof, and our quarterly report on Form 10-Q for the third quarter of 2019 filed on November 12, 2019.
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 of 1933, as amended (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 consummate the additional transactions contemplated by the Equity Commitment Agreement and Rights Offering Agreement;
- 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.
|Andrew Layman||Financial Profiles, Inc.|
|Chief Financial Officer||Larry Clark, Senior Vice President|