Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As previously disclosed, the Company entered into a Credit Agreement, dated as
of
In connection with the consummation of the Merger, the Borrower repaid all outstanding obligations in respect of principal, interest and fees and, effective as of the Closing Date, terminated all applicable commitments under the Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
A description of the consideration payable to holders of the Company's common
stock, par value
A description of the consideration payable to holders of IEA stock options, restricted stock units and performance stock units is set forth under the heading "The Agreements-Description of the Merger Agreement-Treatment of Stock Options, Warrants and Other Equity-Based Award," in the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.
A description of the consideration payable to holders of IEA anti-dilution warrants, pre-funded warrants, series B warrants and SPAC warrants is set forth under the heading "The Agreements-Description of the Merger Agreement-Treatment of Stock Options, Warrants and Other Equity-Based Award," in the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the NASDAQ
Global Select Market ("NASDAQ") on the Closing Date that the Certificate of
Merger had been filed with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company became a wholly-owned subsidiary of MasTec and, accordingly, a change in control of the Company occurred.
The information set forth in Item 2.01, Item 3.01, Item 5.02 and Item 5.03 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, the directors of IEA immediately
prior to the Effective Time on
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On the Closing Date, the Company filed with the Secretary of State of the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Set forth below are the matters acted upon by the Company's stockholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.
The consummation of the Merger remains subject to certain closing conditions.
1. The proposal to adopt and approve the Agreement and Plan of Merger, dated as
ofJuly 24, 2022 , by and among the Company, MasTec and Merger Sub pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger Agreement Proposal"): Votes For Votes Against Votes Abstaining 39,811,072 47,801 16,923
2. The proposal to approve, on a non-binding, advisory basis, a resolution
approving the compensation that may be paid or become payable to certain named executive officers of the Company that is based on or otherwise relates to the Merger: Votes For Votes Against Votes Abstaining 35,122,626 3,769,309 983,861
3. The proposal to approve the adjournment of the Special Meeting to a later date
or time, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal was rendered moot in light of the approval of the Merger Agreement Proposal. Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofJuly 24, 2022 , by and amongInfrastructure and Energy Alternatives, Inc. , MasTec, Inc. andIndigo Acquisition I Corp (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by IEA onJuly 25, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofInfrastructure and Energy Alternatives, Inc. 3.2 Amended and Restarted Bylaws ofInfrastructure and Energy Alternatives, Inc. 99.1 Notice to Holders of SPAC Warrants, dated as ofOctober 7, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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