UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 2017
M III ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-37796 |
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47-4787177 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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3 Columbus Circle
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10019 |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (212) 716-1491
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2017, M III Acquisition Corp. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Agreement and Plan of Merger, dated as of November 3, 2017 (the “Merger Agreement”), as amended by Amendment No. 1 (“Amendment No. 1”) to the Merger Agreement, by and among IEA Energy Services LLC (together with its subsidiaries, “IEA”), the Company, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), solely in its capacity as the representative of the Seller, and solely for purposes of Section 10.3 thereof, and, to the extent related thereto, Article 12 thereof, M III Sponsor I LLC and M III Sponsor I LP.
Amendment No. 2 amended the Merger Agreement to extend the deadline by which the parties have agreed to file the required notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to February 15, 2018 or such earlier date as is agreed in writing by all parties to the Merger Agreement.
A copy of Amendment No. 2 is attached as Exhibit 2.3 hereto. For a detailed discussion of the Merger Agreement, see the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2017. For the full text of the Merger Agreement and Amendment No. 1, see Exhibit 2.1 to the Company’s Amendment No. 1 to its Current Report on Form 8-K filed with the SEC on November 8, 2017 and Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017, which are incorporated by reference as Exhibits 2.1 and 2.2, respectively, hereto.
Additional Information
The proposed transaction to which the Merger Agreement, Amendment No. 1 and Amendment No. 2 relate will be submitted to stockholders of the Company for their approval. In connection with that approval, the Company will file with the SEC a proxy statement containing information about the proposed transaction and the respective businesses of the Company and IEA. Stockholders are urged to read the proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to M III Acquisition Corp., 3 Columbus Circle, 15 th Floor, New York, NY 10019, (212) 716-1491.
The Company, IEA and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Form 10-K filed with the SEC on March 30, 2017. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
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Description |
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2.1 |
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2.2 |
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2.3 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 2, 2018 |
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M III ACQUISITION CORP. |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Chairman and Chief Executive Officer |
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AMENDMENT NO. 2
AMENDMENT NO. 2 (this “ Amendment ”), dated as of December 27, 2017, to the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended by Amendment No. 1, dated as of November 15, 2017 (“ Amendment No. 1 ”), and as further amended, restated or otherwise modified from time to time, the “ Agreement ”), by and among IEA Energy Services LLC, a Delaware limited liability company, M III Acquisition Corp., a Delaware corporation (the “ Buyer ”), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the “ Seller ”), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Seller, and, solely for purposes of Section 10.3 thereof, and, to the extent related thereto, Article 12 thereof, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
WITNESSETH:
WHEREAS, pursuant to and in accordance with Section 12.2 of the Agreement, the parties wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:
Section 1. Amendment of Section 7.4(a) of the Agreement . Section 7.4(a) of the Agreement (as amended by Amendment No. 1) is hereby amended by deleting the words “by the earlier of (x) fifteen (15) Business Days following the date on which the Buyer files with the SEC the Proxy Statement in preliminary form and (y) December 29, 2017” and replacing them with “by February 15, 2018 or such earlier date as is agreed in writing by all parties hereto”.
Section 2. No Other Change . Except as expressly modified by this Amendment, nothing contained herein is intended to or shall be deemed to limit, restrict, modify, alter, amend or otherwise change in any manner the rights and obligations of the parties under the Agreement.
Section 3. Miscellaneous . The “Miscellaneous” provisions set forth in Article 12 of the Agreement are incorporated herein by reference, mutatis mutandis , as if set forth in full herein; provided , however , that for purposes of Section 12.3, and for all other purposes, each reference to the Agreement shall refer to the Agreement as amended by this Amendment.
[ Remainder of page intentionally left blank ]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.
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IEA ENERGY SERVICES LLC |
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By: |
/s/ David Bostwick |
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Name: David Bostwick |
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Title: Secretary |
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INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC |
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By: |
/s/ David Bostwick |
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Name: David Bostwick |
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Title: Secretary |
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OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. |
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By: Oaktree Fund GP, LLC |
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Its: General Partner |
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By: Oaktree Fund GP I, L.P. |
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Its: Managing Member |
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By: |
/s/ Ian Schapiro |
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Name: Ian Schapiro |
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Title: Authorized Signatory |
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By: |
/s/ Peter Jonna |
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Name: Peter Jonna |
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Title: Authorized Signatory |
[ Signature Page to Amendment 2 to Agreement and Plan of Merger ]
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M III ACQUISITION CORP. |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Chief Executive Officer |
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WIND MERGER SUB I, INC. |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Chief Executive Officer |
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WIND MERGER SUB II, LLC |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Chief Executive Officer |
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M III SPONSOR I LLC, |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Managing Member |
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M III SPONSOR I LP |
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By: |
M III Acquisition Partners I Corp., the general partner |
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By: |
/s/ Mohsin Y. Meghji |
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Name: Mohsin Y. Meghji |
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Title: Chief Executive Officer |
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[ Signature Page to Amendment 2 to Agreement and Plan of Merger ]