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INDIANAPOLIS, July 29, 2021 (GLOBE NEWSWIRE) -- Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA” or the “Company”), today announced the pricing of an underwritten public offering of common stock and, to certain investors in lieu thereof, pre-funded warrants to purchase shares of common stock in an underwritten public offering, at a price to the public of $11.00 per share of common stock and $10.9999 per pre-funded warrant.
At closing, IEA will issue 8,161,502 shares of its common stock and, pre-funded warrants to purchase 7,747,589 additional shares of its common stock. The pre-funded warrants will be issued to ASOF Holdings I, L.P. (“ASOF”), a fund managed by Ares Management LLC, and other investors who would otherwise have exceeded 32% (or, at the election of the purchaser, 9.99%) beneficial ownership of our issued and outstanding common stock immediately following the offering. The shares of common stock and pre-funded warrants will be issued separately. The pre-funded warrants do not have a term and may be exercised for a price of $0.0001 per share immediately upon issuance. The pre-funded warrants will be certificated, and will be delivered to the investors by physical delivery following the closing. There is no established public trading market for the pre-funded warrants and IEA does not expect a market to develop.
The underwriting discounts and commissions for shares of common stock and pre-funded warrants purchased by public investors will be $0.66 per share of common stock and be approximately $0.66 per pre-funded warrant. The underwriters will not receive any discount or commissions on shares of common stock or pre-funded warrants purchased by ASOF or its affiliates. The common stock and pre-funded warrants purchased by ASOF will result in ASOF and its affiliates beneficially owning in excess of 37.8% of our outstanding common stock on an Adjusted Outstanding Basis (as defined in the prospectus supplement for the offering).
In addition, IEA has granted the underwriters a 30-day option to purchase additional shares of common stock up to 15% of the aggregate number of shares of common stock plus the shares of common stock underlying any pre-funded warrants that are sold in the offering, at the public offering price less the underwriting discounts and commissions. The offering is expected to close on August 2, 2021, subject to the satisfaction of customary closing conditions. All of the securities in the offering are to be sold by IEA.
The gross proceeds to IEA from the offering, before deducting underwriting discounts and commissions and offering expenses payable by IEA, are expected to be approximately $175 million. IEA intends to use all of the net proceeds from the offering to repurchase and redeem a portion of its outstanding Series B Preferred Stock and pay the associated redemption premium as described in the preliminary prospectus supplement relating to the offering.
Guggenheim Securities, LLC is acting as book-running manager and representative of the underwriters for the offering. BMO Capital Markets, CIBC Capital Markets and Fifth Third Securities, Inc. are acting as joint book-runners for the offering. D.A. Davidson & Co. and Thompson Davis acted as co-managers for the offering.
The securities being offered in the offering will be offered by IEA pursuant to a shelf registration statement on Form S-3 (No. 333-251148), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). The securities will be offered only by means of a prospectus. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and a final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, relating to the securities being offered may also be obtained by contacting Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, New York 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Infrastructure and Energy Alternatives, Inc. is a leading infrastructure construction company with renewable energy and specialty civil expertise. Headquartered in Indianapolis, Indiana, with operations throughout the country, IEA’s service offering spans the entire construction process. IEA 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 the larger providers in the renewable energy industry and has completed more than 240 utility scale 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 IEA news and events.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding the offering, such as the timing of the offering and the intended use of net proceeds from the offering. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to IEA’s periodic filings with the SEC including those described as “Risk Factors” in IEA’s annual report on Form 10-K filed on March 8, 2021 and any quarterly reports on Form 10-Q filed thereafter. IEA does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Peter J. Moerbeek