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): November 3, 2017

 

 

M III ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-37796   47-4787177

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3 Columbus Circle

15th Floor

New York, New York

 

 

 

10019

(Address of Principal Executive Offices)   (Zip Code)

 

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):

 

¨ 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)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.   ¨

 

 

 

 

 

Item 1.01   Entry into a Material Definitive Agreement.

 

On November 3, 2017, M III Acquisition Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, IEA Energy Services LLC, a Delaware limited liability company (“IEA”), Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub I”), Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“IEA LLC”), Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), a Delaware limited partnership, solely in its capacity as the seller’s representative and, solely for purposes of certain sections therein, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership (together, the “Sponsors”).

   

Pursuant to the Merger Agreement, a business combination between the Company and IEA will be effected through two consecutive mergers—Merger Sub I will merge with and into IEA with IEA surviving such merger and, immediately thereafter, this surviving entity will merge with and into Merger Sub II with Merger Sub II surviving such merger as a wholly-owned subsidiary of the Company (together, the “Mergers”). Upon the consummation of the Mergers, subject to adjustments in accordance with the Merger Agreement, IEA LLC will receive approximately $100,000,000 in cash, 10,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Shares”), and an initial stated value of $35,000,000 in preferred stock of the Company, par value $0.0001 per share (“Preferred Shares”). At the closing of the transaction, IEA LLC will hold approximately 34% of the issued and outstanding Common Shares and the existing shareholders of the Company will hold approximately 66% of the issued and outstanding Common Shares (in each case taking into account the unvested Founder Shares (as defined in the Founder Shares Amendment Agreement) as described below and assuming no adjustments to the number of Common Shares issued to IEA LLC in accordance with the Merger Agreement, none of the existing shareholders have elected to redeem their shares and the Company has not raised additional equity capital as permitted under the Merger Agreement). IEA LLC will also receive “earnout shares” if certain EBITDA thresholds specified in the Merger Agreement are met in either or both of fiscal years 2018 and 2019, with a total of 9,000,000 Common Shares being earnable for both such years in the aggregate. The Company intends to apply to list the Common Shares issued to IEA LLC at the closing of this transaction and the earnout shares on the Nasdaq Capital Market (“NASDAQ”).

 

IEA holds the operating assets of IEA LLC, a holding company established to acquire and manage industry leading companies delivering infrastructure solutions for the renewable energy, traditional power and civil infrastructure industries. The IEA family of companies provides complete engineering, procurement and construction services throughout the United States. 

 

Representations and Warranties

 

The Merger Agreement contains representations and warranties of the parties thereto with respect to, among other things, (a) entity organization and formation, (b) capital structure, (c) authority to enter into the Merger Agreement, (d) financial statements, (e) compliance with laws, (f) licenses, (g) material contracts, (h) litigation, (i) taxes, (j) employee matters, (k) real property, (l) affiliate transactions, (m) absence of changes, and (n) the proxy statement to be filed in connection with this transaction (the “proxy statement”).

 

Covenants

 

The Merger Agreement includes customary covenants of the parties with respect to operation of the business prior to consummation of the transaction and efforts to satisfy conditions to consummation of the transactions.

 

The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and IEA LLC to cooperate in the preparation of the proxy statement.

 

Conditions to Closing

 

General Conditions

 

Consummation of the proposed transaction is conditioned on the approval of Company stockholders holding a majority of the outstanding Common Shares entitled to vote (the “Stockholder Consent”), and the Company having at least $100,000,000 in available cash, which such available cash shall be calculated in accordance with the Merger Agreement (“Available Cash”).

 

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In addition, the consummation of the transactions contemplated by the Merger Agreement is conditioned upon, among other things, (i) no order or injunction prohibiting the consummation of the transactions shall be in force and (ii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been completed and all applicable time limitations thereunder shall have expired.

 

IEA LLC's Conditions to Closing

 

The obligations of IEA LLC to consummate the transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

 

· The Company delivering the Founder Shares Amendment Agreement (as defined below), duly executed by the Company and each holder of Founder Shares;

 

· The Company completing the redemption of any Common Shares from its stockholders (the “Stockholder Redemptions”);

 

· The application for listing the Common Shares to be issued to IEA LLC on NASDAQ shall have been approved;

 

· The payoff letters from the lenders under IEA LLC’s existing credit facility providing that upon payment in full of the payoff amount under such credit facility and its termination, all guarantees of, and collateral security provided by, IEA LLC and its affiliates under such credit facility will be released;

 

· The Company delivering to IEA LLC (i) the Registration Rights Agreement (as defined below), duly executed by Company and the other parties thereto (other than IEA LLC) and (ii) a copy of the investor rights agreement, duly executed by the Company and the Sponsors;

 

· The amendment and restatement of the Company’s certificate of incorporation and the Company’s by-laws, each in the form as described in the Merger Agreement, and the adoption of the Certificate of Designations (as defined below);

 

· The funds contained in the account established by the Company for the benefit of its public stockholders shall have been released and available to the Company for payment of the cash consideration and transaction expenses as determined by the Merger Agreement;

 

· The Company shall have delivered resignations of directors not continuing in office and the board of directors of the Company shall have expanded the board of directors and filled the vacancies, in each case, as contemplated by the investor rights agreement; and

 

· The information regarding IEA necessary for the Company to file its Form 8-K under Item 2.01(f) shall be available at least five business days prior to the closing date; provided this condition shall not apply if IEA is in breach of its obligations to use reasonable best efforts to provide such information and shall not apply on or after March 15, 2018.

 

Company's Conditions to Closing

 

The obligations of the Company to consummate the transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

 

· IEA obtaining a new credit facility on terms no less favorable than those contained in the debt commitment letter provided in conjunction with the signing of the Merger Agreement and the aggregate amount of commitments available to IEA on the closing date shall be not less than $85,000,000, and the amount available to be drawn on the closing date shall not be less than the amount needed to pay transaction expenses plus the amount of IEA working capital in excess of target working capital, with certain exceptions as set forth in the Merger Agreement;

 

· IEA LLC executing the investor rights agreement;

 

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· IEA delivering to the Company all information concerning IEA necessary for the Company to file a Form 8-K under Item 2.01(f) at least five business days prior to the closing date; and

 

· IEA LLC executing the lease for that certain office facility as described in the Merger Agreement.

 

Termination

 

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

 

· by the mutual written consent of the Company and Oaktree;

 

· by either the Company or Oaktree if the closing shall not have occurred on or before April 30, 2018 (the “Termination Date”); provided, however, that this particular right to terminate shall not be available to any party if such party is in material breach of any of its representations, warranties, covenants or other agreements contained therein at the time of such termination and such breach shall have been the primary cause of the failure of the closing to occur;

 

· by the Company if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of IEA or IEA LLC contained in the Merger Agreement, which violation, breach or inaccuracy would cause certain closing conditions not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by IEA or IEA LLC, as applicable, within 30 days after receipt by Oaktree of written notice thereof from the Company or is not reasonably capable of being cured on or prior to the Termination Date; provided, that the Company shall not have this particular right to terminate the Merger Agreement if the Company, Merger Sub I or Merger Sub II is then in material breach of its representations, warranties, covenants or agreements under the Merger Agreement so as to cause certain closing conditions not to be satisfied;

 

· by Oaktree if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company, Merger Sub I or Merger Sub II contained in the Merger Agreement, which violation, breach or inaccuracy would cause certain closing conditions not to be satisfied, and such violation, breach or inaccuracy has not been waived by Oaktree or cured by the Company, Merger Sub I or Merger Sub II, as applicable, within 30 days after receipt by the Company, Merger Sub I or Merger Sub II, as applicable, of written notice thereof from Oaktree or is not reasonably capable of being cured on or prior to the Termination Date; provided, that Oaktree shall not have this particular right to terminate the Merger Agreement if IEA LLC or IEA is in material breach of its representations, warranties, covenants or agreements under the Merger Agreement so as to cause certain closing conditions not to be satisfied;

 

· by either the Company or Oaktree if (1) a court of competent jurisdiction or other U.S. governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under the Merger Agreement and such order or action shall have become final and nonappealable, or (2) a court of competent jurisdiction or other governmental authority not in the U.S. shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under the Merger Agreement and such order or action shall have become final and nonappealable and would have a material adverse effect after giving effect to the transactions contemplated thereby;

 

· by the Company if the closing has not occurred on or before February 8, 2018 and IEA has not delivered by March 15, 2018 all information concerning IEA necessary for inclusion by the Company in the proxy statement (including any amendments made thereto), Form 8-K required to be filed by the Company under Item 2.01, and other filings that are reasonably necessary to comply with applicable law, including guidance from the SEC;

 

· by the Company if when delivered, the (x) audited financial statements of IEA LLC and its subsidiaries as of and for the year ended December 31, 2016 or (y) interim financial statements of IEA LLC and its subsidiaries for the nine month period ended September 30, 2017 reviewed by the Company’s independent public accountants, reflect adjusted EBITDA for IEA and its subsidiaries (in each case, as further defined in the Merger Agreement) that is lower than, in the case of subclause (x), $57,287,700 for the year ended December 31, 2016 or, in the case of subclause (y), $32,524,978 for the nine month period ended September 30, 2017; provided, that if not so terminated within five business days of delivery of the applicable financial statements, then this particular right to terminate shall be irrevocably waived; or

 

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· by Oaktree if (1) the Stockholder Consent is not obtained or (2) within three business days after the date the Buyer Stockholder Redemptions (as defined in the Merger Agreement) have been finally determined, if Buyer Stockholder Redemptions result in Available Cash as of immediately prior to the closing being less than $100,000,000; provided, that, if not so terminated within such three business days, then this particular right to terminate shall be irrevocably waived.

 

Expense Reimbursement

 

The Company has agreed to reimburse certain expenses of IEA (not to exceed $333,333) in the event the Merger Agreement is terminated by Oaktree under certain circumstances described in the Merger Agreement; provided that, if the Company does not have sufficient funds outside the Company’s trust account, the Sponsors will transfer to IEA a number of Founder Shares with a value (based on a a $10 per share price) equal to the excess of $500,000 over the amount of cash paid by the Company to IEA for such expense reimbursement.  In addition, if the Company terminates the Merger Agreement as a result of certain financial targets not being met upon IEA’s delivery of audited 2016 financial statements and interim financial statements reviewed by the Company’s independent public accountants for the nine months ended September 30, 2017, then the Company will pay to IEA within three days after the Company completes a business combination (other than with IEA) $150,000 in cash; provided that if the Company does not have cash or cash equivalents available in such amount, the Company shall pay all cash and cash equivalents held by the Company and its subsidiaries and shall transfer to IEA a number of Founder Shares with a value (based on a $10 per share price) equal to $200,000 less the amount of cash paid by the Company.

 

Certificate of Designations

 

The Company's board of directors has approved and adopted the certificate of designations (the "Certificate of Designations"), pursuant to which the designations, powers, preferences as well as the relative, participating, optional and other special rights of the Preferred Shares and any qualifications, limitations and restrictions thereof have been established. The rights of the holders of the Preferred Shares include, among others, the receipt of dividends at a rate that is (a) 6% per annum during the period from the closing until the date that is 18 months from the closing and (ii) 10% per annum during the period from and after the 18 month anniversary of closing; provided that this dividend rate shall increase by 2% in the event of a non-payment of dividends or default under the Certificate of Designations as further specified in the Certificate of Designations. Pursuant to the terms and conditions of the Certification of Designations, all or some of the Preferred Shares will be repurchased by the Company upon (i) an event which constitutes a change of control, (ii) a qualifying sale of equity or (iii) a significant disposition of assets or businesses of the Company outside the ordinary course of business. The holders of Preferred Shares may elect to cause the Company to convert the Preferred Shares to Common Shares (i) at any time on or after the third anniversary of closing or (ii) at any time on or after a non-payment of dividends or default under the agreement (at a conversion rate of 90% multiplied by the volume-weighted average price per share of Common Shares for the 30 consecutive trading days ended on the trading day immediately prior to the date of conversion) to the extent such event is not cured in accordance to the terms specified in the Certificate of Designations. In addition, the holders of the Preferred Shares shall not have any preemptive rights or voting rights of stockholders. Subject to certain exceptions, while the Preferred Shares are outstanding, (i) no dividends to or redemptions of any shares that rank junior to the Preferred Shares may be made by the Company and (ii) no dividends to or redemptions of any shares that rank pari passu with the Preferred Shares may be made by the Company, unless, in the case of any shares that rank pari passu with the Preferred Shares, such dividends or redemptions are made proportionately with the Preferred Shares.

 

Registration Rights

 

IEA’s equity holders and the Company’s pre-IPO equity holders and their transferees will be granted certain rights, pursuant to a registration rights agreement (“Registration Rights Agreement”), to request registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), of securities of the Company received by them in the transactions subject to certain conditions set forth in the Registration Rights Agreement to be entered into.

  

Voting Agreement

 

The Sponsors have entered into a voting agreement, dated as of November 2, 2017, with IEA LLC (the “Voting Agreement”), pursuant to which they have agreed (i) not to transfer prior to the closing date the Common Shares owned beneficially or of record by such Sponsors, (ii) to vote all securities of the Company owned beneficially or of record by such Sponsors in favor of the transactions contemplated by the Merger Agreement, (iii) not to elect to have the Company redeem any Common Shares owned by such Sponsors; and (iv) not to solicit or engage in discussions with respect to an alternative business combination transaction.

 

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Founder Shares Amendment Agreement

 

The Sponsors and two of our directors, Osbert Hood and Philip Marber, entered into a Founder Shares Amendment Agreement pursuant to which they agreed that an aggregate of 1,874,999 Common Shares (representing approximately 50% of such persons’ Founder Shares (as defined in the Founder Shares Amendment Agreement)) will be subject to vesting (the “Deferred Shares”), half of which will vest on the first day upon which the closing sale price of the Common Shares on NASDAQ has equaled or exceeded $12.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading day period in a 30 consecutive day trading period and the other half of which will vest on the first day upon which the closing sale price of the Common Shares on NASDAQ has equaled or exceeded $14.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading day period in a 30 consecutive day trading period.  Prior to vesting, the Deferred Shares may not be transferred other than to certain permitted transferees but will continue to be beneficially owned by such persons for all purposes, including voting; provided that any dividends paid on unvested Founder Shares shall be held in escrow until such time as the Founder Shares vest and will be forfeited in the event the Founder Shares are forfeited. Vesting of such shares will accelerate upon specified events, including a change of control or liquidation of the Company that results in all of the Company’s stockholders having the right to exchange their Common Shares for consideration in cash, securities or other property which equals or exceeds $10.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like). Deferred Shares that have not vested on or prior to the tenth anniversary of the closing date will be forefeited.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. The securities to be issued in connection with the Merger Agreement and the transactions contemplated thereby will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Press Release

 

Attached as Exhibit 99.1 to this Report is the press release issued by the parties related to the proposed transaction.

 

Investor Presentation

 

Attached as Exhibit 99.2 to this Report is the form of investor presentation to be used by the Company in presentations to certain of its stockholders and other persons interested in purchasing its securities.

  

Additional Information

 

The proposed transaction will be submitted to stockholders of the Company for their approval. In connection with that approval, the Company will file with the Securities and Exchange Commission (“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.

 

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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.

 

This Current Report, including the exhibits hereto, may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report and the exhibits hereto that address activities, events or developments that the Company, IEA and/or Oaktree expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “believe” and “expect”. These statements are based on certain assumptions and analyses made by the Company, IEA and/or Oaktree in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein and in the exhibits hereto due to many factors such as, but not limited to, the ability to satisfy closing conditions for the proposed transaction, including stockholder and other approvals, the financial performance of IEA, competition within the engineering, procurement and construction industry and from competing technologies, IEA’s ability to identify and complete future acquisitions, the ability of the combined company to meet the NASDAQ’s listing standards, including having the requisite number of stockholders, and the risks identified in the Company’s prior and future filings with the SEC (available at www.sec.gov), including the proxy statement and the final prospectus dated July 7, 2016. These statements speak only as of the date they are made and none of the Company, IEA and/or Oaktree undertakes any obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this Current Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description

 

99.1   Press release dated November 3, 2017.

 

99.2   Investor Presentation.

 

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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.

 

Dated: November 3, 2017

 

  M III ACQUISITION CORP.
   
  By: /s/ Mohsin Y. Meghji
  Name: Mohsin Y. Meghji
  Title: Chairman and Chief Executive Officer

 

 

INDEX TO EXHIBITS

 

 

 

Exhibit   Description

 

99.1   Press release dated November 3, 2017.

 

99.2   Investor Presentation.

 

 


Exhibit 99.1

 

M III Acquisition Corp. and IEA Energy SERVICES LLC Announce Signing of Merger Agreement for Business Combination

 

NEW YORK, NY, November 3, 2017 – M III Acquisition Corp. (Nasdaq:MIII) (Nasdaq:MIIIU) (Nasdaq:MIIIW) ("MIII") today announced that it has entered into a definitive agreement and plan of merger with IEA Energy Services LLC, a leading engineering, procurement and construction (“EPC”) company in the renewable energy sector.  MIII will be renamed as “Infrastructure and Energy Alternatives, Inc.” (“IEA”) upon consummation of the merger and is expected to continue to be listed on the Nasdaq Capital Market under the symbol “IEA”.

 

Following the transaction, IEA will hold all of the existing renewable energy EPC businesses (the “IEA Businesses”) of Infrastructure and Energy Alternatives, LLC (the “Company”), including the Infrastructure and Energy Alternatives family of companies, led by White Construction, Inc. and IEA Renewable Energy, Inc. The Company’s existing management team, led by J.P. Roehm, will serve as the continuing management team for IEA, and IEA’s headquarters will remain in Indianapolis, Indiana. Funds managed by the Power Opportunities group of Oaktree Capital Management, L.P. (“Oaktree”) and the IEA management team (collectively, the “Existing Owners”) will hold a significant ownership interest in IEA following the merger.

 

The Company was formed by Oaktree in 2011 in connection with its acquisition of White Construction, a leading United States EPC firm that had established itself with an early presence in the utility-scale, wind farm construction industry. The Company believes that the IEA Businesses hold an industry-leading market share among EPC companies for wind farm construction in the United States. Through construction of approximately 200 projects, the IEA Businesses have erected more than 7,200 wind turbines which generate more than 14 GW of electricity. The IEA Businesses have a long track record of successfully completing its projects on time and on budget, and the Company's safety-first approach, customer responsiveness, and expertise have resulted in more than 80% of annual revenues coming from repeat customers.

 

IEA expects to build upon its leading market share of the IEA Businesses in wind farm construction and to expand its market share in the construction of utility-scale solar projects to drive organic growth. As a public company, IEA believes that it will be able to implement its acquisition strategy to drive incremental growth and diversification. The overall goal is to enhance IEA’s position as the leading, publicly-traded, renewables EPC company by expanding its core product offerings in wind and solar construction and broadening the range of services that it offers to its customers.

 

"MIII is excited to partner with IEA’s management and Oaktree to bring IEA to the public markets," said Mohsin Y. Meghji, Chairman and CEO of MIII. "IEA is a market leader in the construction of renewable energy facilities, and we are confident that it is well-positioned for substantial growth over the years to come. We look forward to working with Oaktree and management of IEA to build shareholder value for our public investors.”

 

 

 

 

Ian Schapiro, Managing Director and Portfolio Manager of the Power Opportunities group of Oaktree, noted that “IEA is an excellent company with a great management team. We strongly believe in the IEA growth story and, by partnering with MIII, look to benefit from continuing growth. We look forward to working with MIII and the IEA management team with the goal of creating a larger and more valuable company for all shareholders.”

 

J.P. Roehm, who will continue as CEO of IEA, added that “Oaktree has been a terrific partner for IEA over the past six years, and we are excited to now add MIII as a partner going forward. As a current leader in the booming renewables industry, we expect that the opportunities for IEA and our customers will only increase as a public company. Our entire team is excited about the opportunity to show public investors the strength of IEA and enable a wider range of shareholders to benefit from our success.”

 

Transaction Details

 

Under the terms of the purchase agreement, the aggregate purchase price payable at the closing of the proposed transaction will be $255 million (subject to certain adjustments). The purchase price (excluding transaction expenses and subject to certain adjustments) will consist of (a) $100 million in cash, (b) convertible, redeemable, preferred stock with a liquidation value of $35 million (with conversion to be based upon the volume weighted average price of the MIII common stock), (c) 10 million shares of MIII common stock, and (d) assumption of approximately $20 million in capital leases. In addition, the Existing Owners will be entitled to receive up to 9 million shares of MIII common stock as an “earn-out” based upon IEA’s EBITDA for 2018 and 2019. The cash component of the purchase consideration is to be funded by cash in MIII’s trust account established in connection with its initial public offering.

 

Upon consummation of the transaction, it is anticipated that the Existing Owners will hold approximately 34% of the outstanding common stock of IEA, with the ability to increase that interest to approximately 49.7% of the outstanding common stock of IEA assuming receipt of the full earn-out (excluding, in each case, unexercised warrants and common stock to be received upon any conversion of the convertible preferred stock).

 

As part of the transaction, the sponsor investors in MIII have agreed to defer vesting of 1.875 million common shares (the “Deferred Shares”), with 50% of such common shares to vest when the common stock trades at $12 per share for any 20 of 30 trading days, and the remainder to vest when such common stock trades at $14 per share for any 20 of 30 trading days. Warrants to purchase 7.73 million common shares of MIII at a strike price of $11.50 per share will remain outstanding.

 

The investor rights agreement to be entered into in connection with the closing of the transaction contemplates that the initial board of directors of the combined company will consist of seven members, with two of the directors to be nominated by Oaktree, two to be nominated by the sponsor investors in MIII, and the remainder to be jointly selected. Messrs. Meghji, Schapiro, and Roehm will be members of the initial board of directors. A majority of the directors will be “independent directors” in accordance with applicable regulations of the U.S. Securities and Exchange Commission and Nasdaq rules.

 

 

 

 

The transaction has been unanimously approved by the boards of directors of both the Company and MIII and remains subject to the satisfaction of customary closing conditions, including regulatory approval and the approval of MIII’s stockholders. It is expected to close promptly following MIII’s special stockholders’ meeting to approve the transaction, and the sponsor investors in MIII have agreed to vote all of their shares in MIII in favor of the transaction.

 

MIII was advised on the transaction by Stifel, Nicolaus & Company Incorporated, as M&A advisor, Jefferies LLC and Cantor Fitzgerald & Co., as Equity Capital Markets advisors. Kirkland & Ellis LLP and Ellenoff Grossman & Schole LLP served as legal counsel to MIII. The Company was advised by FMI Capital Advisors Inc., as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as legal counsel.

 

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transaction, copies of which will be filed by MIII with the SEC as an exhibit to a Current Report on Form 8-K.

 

Pre-Recorded Conference Call

 

A pre-recorded conference call offering commentary from management of MIII and IEA on the transaction details will be made available to all investors on November 3, 2017. The pre-recorded remarks will be available for a limited period of time beginning November 3, 2017. The call can be accessed by dialing (404) 504-7197 or toll-free by dialing (866) 608-2485. Once connected, please enter the Conference ID number of 12773.

 

About M III Acquisition Corp.

 

M III Acquisition Corp. is a special purpose acquisition company (SPAC) founded by Mohsin Y. Meghji and formed for the purpose of effecting business combination(s) with one or more businesses. M III Acquisition Corp.’s long-term strategy is to leverage the experience and expertise of its management team and advisors to identify and acquire a company with long term growth potential and then to work with management of that company to realize this potential.

 

About IEA Energy Services LLC

 

IEA Energy Services LLC (“Services”) holds the operating assets of Infrastructure and Energy Alternatives, LLC, a holding company established to acquire and manage industry leading companies delivering infrastructure solutions for the renewable energy, traditional power, and civil infrastructure industries. The IEA family of companies provides complete engineering, procurement and construction (EPC) services throughout North America.  For more information, visit www.iea.net.

 

 

 

 

About Oaktree

 

Oaktree is a leader among global investment managers specializing in alternative investments, with $100 billion in assets under management as of September 30, 2017. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at www.oaktreecapital.com.

 

Additional Information About The Transaction And Where To Find It

 

The proposed transaction will be submitted to stockholders of MIII for their approval. In connection with that approval, MIII will file with the SEC a proxy statement containing information about the proposed transaction and the respective businesses of MIII 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 MIII, 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.

 

Participants in the Solicitation

 

MIII, Services and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from MIII’s stockholders in respect of the proposed transaction. Information regarding MIII’s directors and executive officers is available in its Form 10-K filed with the Securities and Exchange Commission 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.

 

Forward-Looking Statements

 

This news release may include forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that MIII, Services and/or Oaktree expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as "believe" and "expect". These statements are based on certain assumptions and analyses made by MIII, Services and/or Oaktree in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, the ability to satisfy closing conditions for the transaction, including stockholder and other approvals, the financial performance of IEA, competition within the EPC industry and from competing technologies, IEA’s ability to identify and complete future acquisitions, the ability of the combined company to meet the Nasdaq Capital Market's listing standards, including having the requisite number of stockholders, and the risks identified in MIII’s prior and future filings with the SEC (available at www.sec.gov), including the proxy statement to be filed in connection with the proposed transaction and the final prospectus dated July 7, 2016. These statements speak only as of the date they are made and none of MIII, Services or Oaktree undertakes any obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this news release.

 

Contact: Mohsin Y. Meghji

Chief Executive Officer

M III Acquisition Corp.

Tel: 212-716-1491

 

 

 

Exhibit 99.2  

 

I NVESTOR P RESENTATION N OVEMBER 2017

 

 

1 D ISCLAIMER The information in this presentation relates to a proposed business combination (the “Proposed Transaction”) between M III Acquisition Corp . (“MIII”) and IEA Energy Services LLC (“IEA”) . This presentation is for informational purposes only and is neither an offer to sell, nor a solicitation of an offer to buy any securities of MIII or IEA . This presentation has been prepared to assist interested parties in making their own evaluation with respect to the Proposed Transaction and for no other purpose . The information contained herein is not, and should not be assumed to be, complete . This presentation is being made available in draft form . The information in this draft presentation is not complete and may be changed . MIII is not under any obligation to update or keep current the information contained in this draft presentation, to remove any outdated information from this draft presentation, or to expressly mark it as being outdated . No securities commission or securities regulatory authority or other regulatory or other authority in the United States or any other jurisdiction has in any way passed upon the merits of, or the accuracy and adequacy of, this presentation . CERTAIN INFORMATION This presentation includes information based on independent industry publications and other sources . You should not construe the contents of this presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contained herein . None of MIII, IEA, Oaktree Capital Management (“Oaktree”), nor any of their respective affiliates, directors, officers, management, employees, representatives and advisors makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained herein, or any other information (whether communicated in written or oral form) transmitted or made available to you . Recipients of this presentation will be deemed to expressly disclaim any and all liability of any of the foregoing persons relating to or resulting from the use of this presentation or such other information (including without limitation, any market analysis and financial projections that may be contained herein or provided in connection herewith) by you or any of your directors, partners, officers, employees, affiliates, agents and representatives . ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Proposed Transaction, MIII intends to file with the SEC preliminary and definitive proxy statements . When completed, MIII will mail the definitive proxy statement to its stockholders in connection with MIII’s solicitation of proxies for the special meeting of MIII stockholders to be held to approve the Proposed Transaction and related transactions . MIII stockholders and other interested persons are advised to read, when available, MIII’s preliminary and definitive proxy statements (including any documents incorporated by reference therein), as these materials will contain important information about MIII, Oaktree, IEA and the Proposed Transaction . A copy of the definitive proxy statement will be mailed when available to all stockholders of MIII . Investors and stockholders can obtain free copies of the proxy statement once it is available and other documents filed with the SEC by MIII through the web site maintained by the SEC at www . sec . gov . In addition, investors and stockholders can obtain free copies of the preliminary proxy statement once it is available from MIII by writing to MIII at 3 Columbus Circle, 15 th Floor, New York, New York 10019 , Attention : Investor Relations . PARTICIPANTS IN SOLICITATION MIII, Oaktree and IEA, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of MIII’s stockholders in respect of the Proposed Transaction . Information regarding MIII’s directors and executive officers is available in its Annual Report on Form 10 - K filed with the SEC on March 30 , 2017 . Additional information about the directors and executive officers of MIII, Oaktree and IEA and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement, when available . Investors may obtain additional information about the interests of such participants by reading such proxy statement . FORWARD - LOOKING STATEMENTS This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . Such forward looking statements include projected financial information . Such forward looking statements with respect to projections, revenues, earnings, performance, strategies, prospects and other aspects of the businesses of MIII, IEA or the combined company after completion of the Proposed Transaction are based on current expectations that are subject to risks and uncertainties . A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements . These factors include, but are not limited to : ( 1 ) the inability to complete the transactions contemplated by the Proposed Transaction ; ( 2 ) the ability to meet NASDAQ’s continued listing standards following the Proposed Transaction ; ( 3 ) the inability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably ; ( 4 ) costs related to the Proposed Transaction ; ( 5 ) changes in applicable laws or regulations ; ( 6 ) the possibility that MIII or IEA may be adversely affected by other economic, business, and/or competitive factors ; and ( 7 ) other risks and uncertainties indicated from time to time in the final prospectus of MIII, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission by MIII . You are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made . None of MIII, Oaktree nor IEA undertakes to update or revise the forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . PROJECTIONS Any estimates, forecasts or projections set forth in this presentation have been prepared by MIII and/or IEA management in good faith on a basis believed to be reasonable . Such estimates, forecasts and projections involve significant elements of subjective judgment and analysis and reflect numerous judgements, estimates and assumptions that are inherently uncertain in prospective financial information of any kind . As such, no representation can be made as to the attainability of our forecasts and projections . Investors are cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformance with generally accepted accounting principles . For a listing of risks and other factors that could impact our ability to attain our projected results, please see “Forward - Looking Statements” above . USE OF NON - GAAP FINANCIAL MEASURES This presentation includes non - GAAP financial measures . Definitions of these non - GAAP financial measures and reconciliations of these non - GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this presentation . IEA believes that these non - GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to IEA’s financial condition and results of operations . A fuller description of the nature of the adjustments from GAAP is provided elsewhere in this presentation . Because these non - GAAP financial measures are not in conformity with GAAP, we urge you to review IEA’s audited financial statements, which will be presented in MIII’s proxy statement to be filed with the SEC and delivered to stockholders of MIII .

 

 

2 P RESENTERS A Powerful Partnership Mohsin Meghji Chairman & Chief Executive Officer Philip Kassin Co - Head of M&A & Financing J.P. Roehm Chief Executive Officer & President Andrew Layman Chief Financial Officer Ian Schapiro Managing Director & Portfolio Manager

 

 

3 M - III & O AKTREE O VERVIEWS • M - III Acquisition Corp. was created and sponsored by M - III Partners, LP (“M - III Partners”) • M - III Partners is a New York - based merchant banking, investment and financial advisory firm ► Combines financial expertise with managerial and operational excellence to enhance performance and create value ► Established track record of value creation in complex situations across multiple industries • M - III Partners focuses on companies at inflection points ► Works with management to drive strategic and operational planning to maximize shareholder value ► Specializes in identifying and growing the valuable core of a business • M - III Partners was founded by Mohsin Y. Meghji, who has more than 25 years of management and advisory experience building value in companies that are undergoing financial, operational or strategic transitions • M - III Partners is staffed by seasoned professionals with extensive investment, operational, strategy, M&A and financial restructuring experience ► Prior work experience includes: • Oaktree is a leader among global investment managers specializing in alternative investments, with $100 billion in assets under management as of September 30, 2017 • Oaktree’s Power Opportunities strategy focuses exclusively on growing successful companies in the power, energy and infrastructure sectors ► Long track record of partnering with leading companies providing products and services to electric and gas utilities ► Specific experience with engineering and construction companies ► Representative past and current investments include: • Maintain leading position as a power and civil engineering, procurement & construction services provider • Continue partnership with the highest caliber leadership and talent in the industry • Sustain profitable growth with risk under control • Leverage organizational platform for organic growth initiatives and acquisitions Oaktree’s Continued Support and Vision for IEA as a Public Company

 

 

4 A GENDA I. Investment Thesis II. IEA Overview and Growth Opportunities III. Financial Overview Appendix

 

 

I. I NVESTMENT T HESIS

 

 

6 I NVESTMENT T HESIS x Renewables power generation is projected to grow ~50% by 2024 (1) , and wind and solar are cost - competitive even without tax incentives x IEA is a best - in - class national energy engineering, procurement & construction platform with wind, solar and civil capabilities x Strong relationships with established, recurring base of blue - chip customers and OEMs x Record backlog (2) of approximately $1.1 billion, providing strong visibility for the next two years x Ability to capture incremental annual EBITDA through self - performance of previously subcontracted high voltage electrical work x Multiple paths for organic and inorganic growth x Proven management team with extensive industry knowledge, rigorous project controls and a company culture of safety (1) Source: U.S. Energy Information Administration. (2) Contracted and awarded business not yet contracted.

 

 

7 S ITUATION O VERVIEW Key Transaction Metrics Key Company Metrics Key Transaction Metrics x Initial purchase price of ~$255 million (~$345 million achieving full earn - out) (1) x Implied Enterprise Value at close of ~$293 million (1) x Represents 5.6x 2017E Adj. EBITDA of ~$52.7 million (2) (vs. 8.4x peer average) x Represents 4.3x 2018E EBITDA of ~$78 million (vs. 7.3x peer average) (3) x At close, Oaktree / Management will own 34.2% and M - III shareholders will own 65.8% (4) x If full earn - out is achieved, Oaktree / Management will own 49.7% and M - III shareholders will own 50.3% (5) x Net cash position at close and senior credit facility provides dry powder to fund growth x 2017E Revenue of $480 million and Adj. EBITDA of $52.7 million (2) x 14.5% Revenue CAGR (vs. 12.1% peer average) for 2016A – 2018E (not including acquisitions) x 14.2% Gross Margin for 2017E x 11.0% Adjusted EBITDA Margin for 2017E (2) (vs. 7.7% peer average) x Strong and improving revenue & EBITDA growth x High adjusted free cash flow levels with negative working capital (6) (1) See page 8 for calculations. (2) Assumes the mid - point of the 2017E Adj. EBITDA range of $51 - $55 million, which is adjusted to annualize the impact of the capi tal leasing program for cranes and yellow iron. The program was implemented during 2017, resulting in a benefit to 2017E Adjusted EBITDA of $2.2 million. The annualization of the impact of the program res ults in a further $4.7 million of positive adjustments to 2017E Adjusted EBITDA. The capital leasing program reduces cost of goods sold by eliminating operating lease payments for the leased assets and increase s i nterest expense and amortization expense, thereby increasing Adjusted EBITDA, while generally reducing total payments in respect of the leased assets. Additionally, the capital leasing program results in op erational efficiencies that further reduce cost of goods sold and generally results in a gain on leased assets because their residual value usually exceeds the depreciated carrying value. The adjustments related to the cap ital lease program are based on Management’s current estimates and could change depending on business activity and ongoing project needs. See page 31 for a reconciliation of Net Income to Adj. EBITDA. (3) Based on enterprise value of $335.4 million. Includes 4.250 million earn - out shares based on 2018E EBITDA of $78.0 million. Excl udes (i) 1.875 million unvested Founder Shares (that have voting rights and the dividends are held in escrow until vesting), (ii) 7.73 million outstanding warrants with a strike price of $11.50 per share, and (iii) any common stock to be obtained in the event of the conversion of $35 million of Preferred Equity. (4) Excludes (i) 7.73 million outstanding warrants with a strike price of $11.50 per share, (ii) any common stock to be obtained in the event of the conversion of $35 million of Preferred Equity, and (iii) up to 9.0 million incentive earn - out shares. (5) Assumes full vesting of Founder Shares and full earn - out achieved; excludes the impacts of outstanding warrants and any conversi on of Preferred Equity. See page 30 for more details. (6) Adj. Free Cash Flow is defined as Adj. EBITDA less capital expenditures and payments under capital leases. See page 31 for a rec onciliation of Net Income to Adj. EBITDA and Adj. Free Cash Flow.

 

 

8 T RANSACTION O VERVIEW Transaction Structure • Base purchase price of $255 million, with $90 million of earn - out, for a fully loaded purchase price of up to $345 million: ► $100 million payable in cash at closing (1) ► $35 million payable in convertible, redeemable, preferred equity at closing (1) ► $100 million of common stock rolled by Oaktree / Management at closing (1)(2) ► Up to 9.0 million shares of common stock payable through a 2 year earn - out mechanism ► Assumption of $20 million in capital leases (with $4.7 million 2017E Adj. EBITDA (8) benefit) Post - Transaction Ownership (1) Subject to closing adjustments described in the Merger Agreement. (2) Valued at $10.00 per share. (3) Excludes (i) 7.73 million outstanding warrants with a strike price of $11.50 per share, (ii) any common stock to be obtained in the event of the conversion of $35 million of Preferred Equity, and (iii) up to 9.0 million incentive earn - out shares. (4) Excludes 1.875 million unvested Founder Shares, which have no current value when share price is $10.00. (5) Assumes full vesting of Founder Shares and full earn - out achieved; excludes the impact of outstanding warrants and any conversio n of Preferred Equity. See page 30 for more details. (6) Includes assumption of $20.0 million of Capital Leases. (7) LTM EBITDA is the EBITDA from Continuing Operations (As Adj.) for the respective periods. See page 31 for a reconciliation of Ne t Income to EBITDA from Continuing Operations (As Adj.). (8) Projection assumes no M&A and mid - point of the 2017E Adj. EBITDA range of $51 - $55 million, which is adjusted to annualize the impact of the capital leasing program for cranes and yellow iron. See page 31 for additional details on the impact of the capital leasing program (‘Full Ye ar Impact of 2017 Capital Leasing Program’) and a reconciliation of Net Income to Adj. EBITDA. (9) Based on an enterprise value of $335.4 million. Includes 4.250 million earn - out shares based on 2018E EBITDA of $78.0 million. Implied Valuation ($ in millions) Sources & Uses ($ in millions) At Close (3) Fully Distributed (5) M - III Shareholders 50.3% Oaktree / Management 49.7% Oaktree / Management 34.2% M - III Shareholders 65.8% Share Price $10.00 Shares Outstanding (3)(4) 27.3 Common Equity Value $273.4 Less: Cash 35.0 Plus: Capital Leases 20.0 Plus: Preferred Equity 35.0 Enterprise Value $293.4 Transaction Multiples EV / Q2 2017 LTM EBITDA (7) ($66.5M) 4.4x EV / Q3 2017 LTM EBITDA (7) ($62.7M) 4.7x EV / 2017E Adj. EBITDA ($52.7M) (8) 5.6x EV / 2018E EBITDA ($78.0M) 3.8x EV / 2018E EBITDA ($78.0M) (9) (incl. earn-out) 4.3x Sources Capital Leases 20.0 6.6% Preferred Equity (1) 35.0 11.5% M-III Cash In Trust 150.0 49.2% Equity Roll (1) 100.0 32.8% Total Sources $305.0 Uses Payment of the Purchase Price (6) 255.0 83.6% Fees & Expenses 15.0 4.9% Cash to Balance Sheet 35.0 11.5% Total Uses $305.0

 

 

9 5.6x 7.9x 8.0x 8.9x 8.9x 3.8x 7.4x 6.3x 7.8x 7.6x 14.5% 12.4% 12.0% 11.8% 12.3% IEA MasTec MYR PSC Quanta (2) 6.8x 12.3x 21.9x 13.9x 14.1x 4.1x 11.1x 12.1x 11.4x 10.9x B ENCHMARKING TO U TILITY S PECIALTY C ONTRACTORS 2016A – 2018E Revenue CAGR 2017E Adj. EBITDA Margin Mean: 12.1% Mean: 7.7% (1) 2017E and 2018E multiples based on implied enterprise value of $293.4 million. 2018E (incl. earn - out) multiples based on enterprise value of $335.4 million and include 4.250 million earn - out shares based on 2018E EBITDA of $78.0 million. (2) Assumes the mid - point of the 2017E Adj. EBITDA range of $51 - $55 million, which is adjusted to annualize the impact of the capital leasing program for cranes and yellow iron. See page 31 for additional details on the impact of the capital leasing p rog ram (‘Full Year Impact of 2017 Capital Leasing Program’) and a reconciliation of Net Income to Adj. EBITDA. Source: Company filings, Capital IQ analyst consensus. As of 10/20/2017. 11.0% 10.3% 5.0% 7.5% 7.8% IEA MasTec MYR PSC Quanta (2) 2017 Mean: 15.5x (1) (1) (2) Enterprise Value / EBIT Enterprise Value / EBITDA 2018 Mean: 11.4x 2017 Mean: 8.4x 2018 Mean: 7.3x 2017E Adj. 2018E 2018E 2017E Adj. 2018E (incl. earn - out) 4.7x 2018E (incl. earn - out) 4.3x

 

 

II. IEA O VERVIEW AND G ROWTH O PPORTUNITIES

 

 

11 K EY C OMPANY H IGHLIGHTS Best - in - Class Renewables EPC Platform Poised for Significant Growth Attractive Industry Dynamics Established Base of Blue - Chip, Creditworthy Customers Growing Backlog Provides Unprecedented Visibility Multiple Levers to Drive Growth Experienced Management Team Focused on Growth, Safety & Project Controls IEA is the Leading Energy EPC Platform Powering Forward North America’s Growing Energy Infrastructure Very Strong Margin & Cash Flow Characteristics

 

 

12 B EST - IN - C LASS R ENEWABLES EPC P LATFORM P OISED FOR S IGNIFICANT G ROWTH Company Overview • IEA specializes in the design and construction of critical energy infrastructure ► Market - leading platform for renewable energy projects - #1 estimated market share U.S. wind energy construction (1) - Growing presence in utility - scale solar ► 60+ years of experience in civil, petrochemical and industrial power ► #1 safety performer versus Tier I renewable EPCs (2)(3) ► Superior project controls and quality assurance ► Robust engineering management ► Excellent fleet management ► Self - perform capabilities Key Statistics Renewable Energy Civil & Infrastructure Power & Industrial x ~30% wind energy market share (1) x Over 190 wind and solar projects completed x 7,200+ wind turbines erected, including all major OEMs x Over 14 Gigawatts (“GW”) of wind power installed x Serves 12 of the 16 largest U.S. wind energy developers x Over 700 Megawatts (“MW”) of solar power installed x Projects completed in over 35 states x 97% of all major projects completed with a positive margin x Over 80% of revenue from repeat, blue - chip customers x Total Recordable Incident Rate (“TRIR”) below 0.80 for the last three years (vs. 2.5 industry average) (3) x Record backlog of approximately $1.1 billion, providing strong visibility to 2018 and 2019 (1) Management estimate, based upon industry and customer data available to Management. (2) Based on 2016 Experience Modification Rate (“EMR”) and Total Recordable Incident Rate (“TRIR”). (3) U.S. Department of Labor and U.S. Bureau of Labor Statistics.

 

 

13 83.2 93.2 103.4 115.7 0.0 25.0 50.0 75.0 100.0 125.0 150.0 2017 2018 2019 2020 U.S. Installed Capacity (GW) Wind Capacity Renewable Energy is THE Predominant Source of Capacity Additions • Renewable energy projects are leading capacity additions in the U.S., with wind and solar accounting for ~65% of all new capacity in 2016 (1) • The U.S. Department of Energy estimates that renewables will account for over 40% of all U.S. capacity by 2030, due to: ► Lower, unsubsidized levelized cost (2) ► Shut - down of fossil / nuclear power plants ► Corporate sustainability practices – corporations and non - utilities – represented ~39% of the MW contracted through Power Purchase Agreements (“PPA”) from renewable generation in 2016 • Wind and solar installed capacity is projected to grow significantly as projects are fast tracked to take advantage of produc tio n tax credits (“PTC”) and investment tax credits (“ITC”) ► For the first time in 2016, solar represented the largest new source of installed electricity generating capacity U.S. Annual Power Capacity Additions (1) Wind Installed Capacity (3) Solar PV Installed Capacity (4) (1) Source: AWEA. (2) The “levelized cost of energy” is the net present value of the unit - cost of electricity over the lifetime of a generating asset. (3) Source: MAKE Consulting. (4) Source: U.S. Energy Information Administration. R ENEWABLE E NERGY R ESHAPING P OWER I NDUSTRY 16,532 20,699 20,965 30,698 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2013 2014 2015 2016 Power Capacity Additions (MW) Wind Solar Natural Gas Other 44.1 49.0 53.1 58.0 0.0 20.0 40.0 60.0 80.0 2017 2018 2019 2020 U.S. Installed Capacity (GW) Solar Capacity

 

 

14 $48 $60 $94 $68 $32 $46 $49 $78 $143 $210 $101 $62 $56 $61 $0 $50 $100 $150 $200 $250 Gas Combined Cycle Coal Integrated Gasification Combined Cycle Natural Gas Reciprocating Engine Wind Solar PV - Thin Film Utility Scale Solar PV - Crystalline Utility Scale $ / MWh Conventional R ENEWABLES ARE C OST - C OMPETITIVE W ITHOUT T AX C REDITS Unsubsidized Costs of Renewable Energy are Competitive with Conventional Sources (1) Unsubsidized Alternative Energy Cost of Energy on Par with Conventional Sources • Investments in technology and productivity have dramatically reduced the unsubsidized levelized cost for wind and solar • Wind and solar costs for new builds are often cheaper than conventional fuel sources (natural gas and coal), even without the inclusion of tax incentives (1) Source: U.S. Energy Information Administration, Wall Street estimates.

 

 

15 R ENEWABLE E NERGY I NFRASTRUCTURE C ONSTRUCTION IS H IGHLY S PECIALIZED … Market Overview • IEA is one of only three Tier I providers and is shortlisted on major targeted projects • Reliability is more important to customers than price • Owners and project financiers limit acceptable EPCs • Consolidated market share with few EPCs of scale ► Significant competitive barriers limit new market entrants • Labor constrained market (1) “Double - breasted” workforce is defined as union and non - union labor force. (2) Source: Management estimates and MAKE Consulting. (3) Executing strategy to self - perform high - voltage electrical work. Competitive EPC Landscape Competitor Tier I Provider Double - Breasted (1) Engineering Management Self - Perform Electrical Solar Capabilities 2017 YTD Wind Installation (2) x x x x (3) x x x x x 1,500 MW x x x x x x x x 0 MW • Construction is ~20% - 25% of total cost, but is largest risk to the entire project ► Owners demand self - performing services and experienced contractors • Self - perform capabilities allow IEA to retain margin, while better controlling safety and scheduling of projects ► Turbine erection ► Service road design and installation ► Concrete and foundation ► Electrical (high voltage being implemented) ► Mechanical Self - Perform Is Critical 1,900 MW 1,500 MW 600 MW 1,100 MW 500 MW

 

 

16 • IEA’s “double - breasted” (union & non - union) workforce enables the Company to work anywhere in the U.S. • Scalable workforce with 2,000+ peak employees • IEA has in place a National Wind Agreement that essentially serves as a Project Labor Agreement for wind turbine construction projects nationwide … WITH S IGNIFICANT B ARRIERS TO E NTRY Barriers to Entry IEA Value Proposition Tier I Provider with National Coverage Best Safety Record Self - Perform Capabilities Vendor / OEM Relationships #1 estimated market share in wind with projects completed in 35+ states (1) Best - in - class customer and employee retention rates IEA employs 13 project crews; only 50 crews in the U.S. (1) Over 190 wind and solar projects successfully completed Hawaii Puerto Rico Headquarters Completed Projects Skilled Craft Labor Exceptional Track Record 7,200+ wind turbines erected, including all major OEMs Exceptional safety with EMR of 0.66 and TRIR of 0.77 in 2016 (2) (1) Management estimate, based upon industry and customer data available to Management. (2) Experience Modification Rate (“EMR”) and Total Recordable Incident Rate (“TRIR”). National Coverage with Projects Completed in 35+ States IEA recruits & retains skilled labor, despite industry shortages Culture

 

 

17 E STABLISHED B ASE OF B LUE - C HIP , C REDITWORTHY C USTOMERS Entrenched Relationships with the Largest U.S. Wind Customers • Deep, trusted relationships with the largest Tier I renewable energy developers and owners ► IEA has completed wind projects with 12 of the top 16 U.S. developers/owners (collectively responsible for ~63% (1) of U.S. MW constructed in 2016) • Majority of IEA customers also build utility - scale solar projects and are in active discussions with IEA for solar projects Customer Credit Rating (2) Wind Energy Projects Completed or in Progress by IEA (3) Total MW Constructed by IEA (3) Tenure of Customer Relationship (3) (years) Total Wind Capacity Owned by Customer (3) (4) Potential IEA Solar Customer BBB - 13 1,639 10 4,000 MW x BBB 7 1,183 8 2,500 MW x A - 16 1,166 7 12,800 MW x BBB 5 958 3 2,200 MW x NR 6 948 11 3,200 MW x B - 8 569 9 1,500 MW A - 5 495 7 2,600 MW x A - 5 467 2 1,800 MW x BBB 8 389 5 1,700 MW x NR 2 302 9 800 MW BBB+ 3 280 9 800 MW BBB 2 254 4 800 MW x BB - 8 253 11 1,000 MW x BBB+ 2 121 6 200 MW x NR 2 89 6 100 MW (1) Source: AWEA. (2) Represents ultimate parent credit rating if not standalone company. As of October 2017. (3) As of April 2017. (4) Ownership numbers only include direct ownership of capacity in the U.S. (i.e., not gross capacity of a project that may be partially owned by another company, not capacity owned by a Yieldco, etc.). /

 

 

18 $1 $96 $357 $478 $609 $465 $606 $655 0.2% 20.6% 58.9% 73.0% 0% 20% 40% 60% 80% 100% $0 $150 $300 $450 $600 $750 Backlog Next Year Revenue % of Next Year Revenue Unprecedented Visibility Levels • IEA’s backlog continues to grow year - over - year ► The Company is shortlisted on all major targeted projects ► Developers/owners open to awarding an entire project portfolio vs. individual projects • IEA will enter 2018 with record wind backlog ► IEA has approximately $1.1 billion of revenue in backlog (i.e., awarded projects) and approximately $1 billion of additional rev enue in high probability pipeline • Current visibility is the strongest in IEA history ► In June 2016, IEA had $96 million of committed wind revenue against a 2017 forecast of $465 million, or ~21% ► As of August 2017, IEA has $357 million of committed wind revenue for 2018 (and approximately $1.1 billion of total committed backlog) against a 2018 budget of $606 million, or ~60% ► Recently awarded 1,200 MW wind portfolio – largest wind EPC contract in industry history • Historically, the Company would not have visibility two years out, whereas today, IEA has $478 million of committed wind reve nue for 2019 and beyond Wind Backlog Bridge ($ in millions) Wind Backlog Conversion ($ in millions) G ROWING B ACKLOG P ROVIDES U NPRECEDENTED V ISIBILITY Jun - 15 Backlog 2016 Rev. Jun - 16 Backlog 2017E Rev. Aug - 17 Backlog 2018E Rev. Aug - 17 Backlog 2019E Rev. (Aug 2017) $250 $357 $478 $1,086 $0 $200 $400 $600 $800 $1,000 $1,200 Remaining 2017 2018 2019+ Total

 

 

19 T AX C REDITS P ROVIDE S TABLE , M ULTI - Y EAR R UNWAY Tax Credits Accelerating Demand for Wind & Solar • Tax credits allow for consistent renewable energy construction through 2024, mitigating previous “boom - and - bust” cycles • The federal PTC and ITC were extended in December 2015, ensuring security of wind and solar investments ► Continued tax and sales incentives at state and local levels drives further market growth Solar • The federal renewable electricity PTC is an inflation - adjusted per - kilowatt - hour tax credit for wind projects • The PTC declines gradually until 2020, but the four - year safe harbor extension in place will drive projects through 2024 ► Over 60 GW of projects safe harbored as of 12/31/16 (developers had to purchase components by end of 2016) ► At IEA’s current ~30% wind construction market share (2) , this provides a revenue opportunity of over $4.5 billion for the Company • The federal Business Energy ITC can be taken in lieu of claiming PTC for wind projects and is available for all solar projects • The ITC was extended at its current level through 2019 and then declines gradually until 2022 0% 10% 20% 30% 40% % of installed cost Current ITCs 60 GW Safe Harbor (3) 30% IEA Market Share $4.5+ Billion Revenue Opportunity for IEA x = Wind PTC Tax Credits (1) Equipment Purchase Year Safe - Harbor Construction Period 100% 80% 60% 40% % of PTC 2016 2017 2018 2019 2020 2021 2022 2023 2024 (1) Source: Energy.gov. (2) Management estimate, based upon industry and customer data available to Management. (3) Source: MAKE Consulting.

 

 

20 M ULTIPLE L EVERS TO D RIVE G ROWTH Organic Growth Opportunities to grow presence across attractive markets with long - term growth potential Multiple Growth Opportunities Beyond Executing its ~$1.1 Billion Current Wind Backlog Projects Source: Management estimates, based upon industry and customer data available to Management. • Increase electrical self - perform capabilities • Perform high voltage electric work in - house • Potential for over 300 bps EBITDA margin increase • Initial self - perform projects will commence in 2018 ► 2018 EBITDA impact expected to be an incremental $8 million ► 2019 EBITDA impact expected to be an incremental $15 million Expand Self - Perform Capabilities • Large addressable market with secular growth drivers through at least 2050 • Cross - selling opportunity with captive, existing wind customer base • Ability to capture incremental share of the expanding utility - scale solar construction market • Solar PV installed capacity expected to grow at a ~10% CAGR from 2017 – 2020 (1) Build Solar Presence • Leverage 60+ years of experience across petrochemical, pharmaceutical and other heavy industrial facilities • Positive tailwinds exist for traditional U.S. civil and industrial markets ► The Fast Act and IDOT and INDOT budgets provide for billions of dollars of funding for civil/infrastructure projects • IEA maintains a distinctive resume and excellent reputation across these diverse markets Grow Foothold in Civil, Industrial & Power • Active pursuit list of highly strategic and actionable targets • Potential to increase project diversification through work with conventional power, downstream oil and gas - related and other industrial customers • Accelerate share of currently outsourced high voltage scope, including T - line interconnect Mergers & Acquisitions Mergers & Acquisitions Robust platform for M&A growth (1) Source: U.S. Energy Information Administration.

 

 

21 Solar 40% Wind 49% Civil / Other 11% S IGNIFICANT S OLAR O PPORTUNITY T HROUGH 2023 AND B EYOND Market Opportunity • IEA’s growth after the expiration of PTC is projected to come from continued growth in the renewables sector with utility - scale solar projected to grow significantly through at least 2050 • Projected growth in solar development is forecasted to exceed that in wind ► New, utility - scale solar development in the U.S. is projected to be 10.9 GW in 2018 and 12.9 GW in 2019 (1) ► This equates to a $6+ billion revenue opportunity in 2018 and a $7+ billion revenue opportunity in 2019 • Skills and resources needed to construct solar are a sub - set of those needed for wind construction ► IEA already has the civil, electrical and mechanical manpower, equipment and expertise needed Solar Revenue Momentum Projected Utility - Scale Solar Generation (2) Solar Projected to Grow as a % of IEA Revenues (3) 0 50 100 150 200 250 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Utility-Scale • IEA’s existing wind customers are also leading developers of solar ► 11 of IEA’s current top 15 customers also develop solar facilities • Since 2010, IEA has completed 67 solar projects, representing over 700 installed MW ► Built out a new commercial team in 2017 to expand its market share in solar • IEA has a growing pipeline of solar projects under its new solar commercial team ► Currently, $261 million of high - probability solar revenue for 2018 in IEA’s pipeline ► Additional solar pipeline of $916 million (14 projects) for 2018 2018 2022 Solar 20% Wind 75% Civil / Other 5% (in billion kwh) (1) Source: MAKE Consulting. (2) Source: U.S. Energy Information Administration. (3) Management estimate, based upon industry and customer data available to Management.

 

 

22 M&A P IPELINE IN PLACE TO A CCELERATE G ROWTH Utility - Scale Solar Development & Storage Electrical Self - Perform Industrial / Mechanical Illustrative Acquisition Pipeline (1) Industry Focus Target High Voltage Electrical Self - Perform Solar Industrial / Mechanical Geography Estimated Revenue ($M) Existing IEA Relationship A x East $125 x B x x East $250 x C x National $ 125 x D x East / West $100 x E x East $200 x F x x x Midwest $80 x G x Midwest $300 x • IEA has an active list comprised of dozens of highly strategic and actionable targets • Landscape of small tuck - in opportunities and larger “merger” opportunities exist in the marketplace • Limited, scaled competitors capable of making acquisitions • IEA is well regarded culturally and broadly viewed as an acquirer of choice • The Company’s capital structure flexibility and growing free cash flow should provide ample firepower to pursue acquisition candidates • IEA operational platform is in place to support and successfully integrate opportunities (1) Select opportunities from a list of 30+ tracked targets. Attractive M&A Opportunity for IEA M&A Focus Sectors

 

 

23 0.51 0.68 0.77 0 3,000 6,000 9,000 12,000 15,000 0.0 0.5 1.0 1.5 2.0 2.5 3.0 2014 2015 2016 Man Hours (000's) TRIR TRIR Man Hours E XPERIENCED M ANAGEMENT T EAM F OCUSED ON G ROWTH , S AFETY & P ROJECT C ONTROLS Industry - Leading Safety Performance (1) • Management has established a corporate culture committed to health and safety ► Everyone has responsibility for safety regardless of title or position ► Safety is planned and integrated into all work processes Best - in - Class Project Controls • Rigorous procedures span the entire project lifecycle (pre - construction, construction, post - construction) • Dedicated team has over 175 years of combined experience • IEA maintains RFP schedules, performs weekly variance analyses and tracks KPI heatmaps to ensure optimal project execution Senior Management Team is Employee - Centric and Customer - Focused • Strong management team committed to completely fulfilling the customer service and project management needs of clients • Implemented best - in - class project controls, established industry - leading safety performance and enhanced expertise and resources across markets • High customer, vendor and OEM retention due to nested senior relationships, corporate transparency and responsiveness • Ability to attract and retain the best talent because of corporate culture and core value system Andrew Layman CFO 25+ yrs. experience 2 yrs. with IEA Chris Hanson EVP, Operations 25+ yrs. experience 13 yrs. with IEA J.P. Roehm CEO & President 20+ yrs. experience CEO/President since 2015 Brian Hummer SVP, BD/Proj. Controls 20+ yrs. experience 11 yrs. with IEA David Bostwick General Counsel 25+ yrs. experience 7 yrs. with IEA 0.82 0.82 0.66 0.0 0.2 0.4 0.6 0.8 1.0 1.2 2014 2015 2016 EMR EMR Industry Average = 1.0 Industry Average = 2.5 (1) Source: U.S. Department of Labor and U.S. Bureau of Labor Statistics.

 

 

III. F INANCIAL O VERVIEW

 

 

25 $380 $128 $287 $207 $614 $603 $533 $480 $804 $937 $0 $250 $500 $750 $1,000 $1,250 '12 '13 '14 '15 '16 Q2 LTM Q3 LTM '17E '18E '19E Wind Solar Civil/Other S UMMARY F INANCIAL P ERFORMANCE Revenue (1) ($ in millions) Adjusted EBITDA & Margin (1)(3)(4) ($ in millions) Record Financial Performance in 2016 Enhanced Performance During 2017 (1) Projections represent organic growth only, assumes no M&A and mid - point of the 2017E Adj. EBITDA range of $51 - $55 million, whi ch is adjusted to annualize the impact of the capital leasing program for cranes and yellow iron. See page 31 for additional details on the imp act of the capital leasing program (‘Full Year Impact of 2017 Capital Leasing Program’) and a reconciliation of Net Income to Adj. EBITDA. (2) From 2013 – 2015, U.S. resources were diverted to now discontinued Canadian operations; financial information presented excludes discontinued Canadian operations. (3) Adjusted EBITDA and Margin do not reflect actual historical results. See page 31 for a reconciliation of Net Income to Adj. E BIT DA. (4) LTM EBITDA is the EBITDA from Continuing Operations (As Adj.) for the respective periods. See page 31 for a reconciliation of Ne t Income to EBITDA from Continuing Operations (As Adj.). (5) Source: MAKE Consulting. (6) Management estimate, based upon industry and customer data available to Management. • Following the appointment of new management and a refocus on core U.S. operations, IEA has delivered record financial results ► Executed all projects efficiently and profitably ► Enhanced margin profile through project controls • Total new wind construction declined from 8.7 GW in 2016 to 7.3 GW in 2017E (5) ► Build - up in 2016 due to PTC extension uncertainty and subsequent slow - down in 2017 given runway of extension ► Projected to return to 10.0 GW of new capacity in 2018E and to continue to grow through 2020E • IEA built a record level of backlog during 2017 that will drive 2018 and 2019 performance • Despite this slowdown, IEA is delivering record wind margins and market share for 2017 ► Gained #1 market share in U.S. wind energy construction – grew share from ~25% in 2016 to current ~30% (6) Management Refocus of Canadian Operations (2) Management Refocus of Canadian Operations (2) $41 $15 $9 $9 $64 $66 $63 $53 $78 $95 0% 5% 10% 15% 20% 25% $0 $25 $50 $75 $100 $125 '12 '13 '14 '15 '16 Q2 LTM Q3 LTM '17E '18E '19E Adj. EBITDA Adj. EBITDA Margin

 

 

26 Highly Efficient Operating Model • Attractive margin profile driven by a highly efficient operating model, including an experienced estimating staff and robust project controls • EBITDA growth and low capital expenditures have resulted in high adjusted free cash flow (1) generation ► Average adjusted capex as a percentage of revenue for 2017 to 2019 is projected to be less than 2% annually (2) ► Negative working capital • Free cash flow provides ample firepower to execute strategic acquisitions Strong Adjusted Free Cash Flow (1) ($ in millions) (1) Defined as Adj. EBITDA less capital expenditures and payments under capital leases. (2) Capex for 2017 assumes capital lease program was in effect for full year. (3) Defined as Adj. Free Cash Flow as a percentage of Adj. EBITDA. See page 31 for a reconciliation of Net Income to Adj. Free Cash Flow. (4) Normalized Adj. Free Cash Flow is defined as Adj. Free Cash Flow plus the cost of PP&E that would not have been incurred under current lease program less incremental lease expense from capital lease program. V ERY S TRONG M ARGIN & C ASH F LOW C HARACTERISTICS Delivering Consistent Profitability Expanding Gross Margin on Wind Projects • Wind projects typically bid on fixed price and short duration (~6 months) build cycles • IEA has an established track record of executing projects on schedule and on budget • Rigorous project controls procedures allow IEA to reliably deliver industry - leading customer service and result in attractive margins on large and small jobs • All 2016 projects were profitable with ~86% able to improve final margin from estimated margin at time of bid Mean: 14.5% Mean: 11.4% Mean: 9.5% 0% 10% 20% 30% 40% 50% $0 $15 $30 $45 $60 $75 Gross Margin Project Size ($ in millions) 2014 2015 2016 $45 $39 $10 $5 $9 $59 $49 $71 $88 0% 20% 40% 60% 80% 100% $0 $25 $50 $75 $100 $125 '12A '13A '14A '15A '16A '17E '18E '19E Normalized FCF Free Cash Flow Normalized % Conversion % Conversion

 

 

A PPENDIX

 

 

28 P RESENTER B IOS (IEA AND O AKTREE ) • Responsible for providing strategic direction, aligning business, financial and operation initiatives with company goals, overseeing performance objectives and client relationships • Previously, 20 years of experience ranging from Project Superintendent, Estimator, Project Manager, and VP of Business Development • Served on IEA’s previous M&A team – developed targets, performed due diligence, and participated in SPA negotiations. Served a leading role on the RMT - IEA integration team during the 2013 acquisition of RMT • Pioneered IEA’s expansion into renewables, which has resulted in >10x growth in ~10 years • 28 years of experience in industries, including construction, energy, mining, consumer products, manufacturing, bio - medical and automotive • Began career at PwC where he earned his CPA. Managed multiple SEC reporting engagements, including the firm’s largest customer: Ford Motor Company • Divisional CFO for Flextronics, a $6B high growth product development and manufacturing division. Led the acquisition and integration of multiple companies in different parts of the world ranging in size from $50M to $700M • Regional CFO at Ferrovial, a “stand - alone” large, newly acquired, heavy construction and engineering services division for South America, located in Chile. Ferrovial provides construction and mining services to the world’s largest mines. Integrated the acquisition of the division J.P. Roehm Chief Executive Officer & President Ian Schapiro Managing Director & Portfolio Manager Andrew Layman Chief Financial Officer • Co - founded GFI Energy Ventures, the predecessor to the GFI Energy Group, which became part of Oaktree in 2009 to execute the Power Opportunities and Infrastructure Investing strategies • Serves on the boards of Sachs Electric, Remedial Construction Services (RECON) and Infrastructure & Energy Alternatives LLC • Previously, Partner of utility consulting firm Venture Associates and of Arthur Andersen & Co. following that firm’s acquisition of Venture Associates • Previously, Chief Financial Officer of a technology company and a commercial banker focused on the energy sector

 

 

29 P RESENTER B IOS (M - III) • 25+ year career focusing primarily on maximizing and realizing value of companies experiencing financial, operational or strategic transitions. He has done this through management and/or advisory roles in partnership with some of the world's leading financial institutions, private equity funds and hedge funds • Founder & Managing Partner of M - III Partners, 2014 – Present • EVP and Head of Strategy of Springleaf Financial, 2012 – 2014 • Founder & Managing Director of Loughlin Meghji + Company, 2002 – 2011 • Arthur Andersen & Co., 1987 – 2002 • Accomplished advisor and principal investor in the energy, chemicals and industrials sectors • Senior Managing Director at Evercore Partners in energy & chemicals, 2010 – 2016 • Head of M&A and Financing at Access Industries, 2005 – 2010 • Supervisory Board Member and Chair of Finance and Investment and Audit Committees of LyondellBasell Industries, 2005 - 2010 • Senior investment banking roles at Morgan Stanley, Goldman Sachs and Merrill Lynch • Partner at PricewaterhouseCoopers, responsible for energy M&A consulting practice, 2000 - 2002 Mohsin Meghji Chairman & Chief Executive Officer John Rogers, CFA Independent Advisor Philip Kassin Co - Head of M&A & Financing • Former Managing Director and Head of Institutional Research at D.A. Davidson, 1992 – 2017 • Most comprehensive coverage of research in the Engineering & Construction industry • Joined D.A. Davidson in 1992 and has over 30 years sell - side research experience • Institutional Investor’s “Home - Run Hitter” (2 times); Wall Street Journal’s “Best on the Street” in Heavy Machinery (5 times); Forbes’ “Best Brokerage Analyst” (2 times); Starmine’s “Best Brokerage Analyst” in Construction & Engineering (5 times) • Co - hosted the largest annual Institutional Investor E&C Conference and author of the “Monthly E&C Industry Update”

 

 

30 S UPPLEMENTAL T RANSACTION D ETAIL IEA and its Investors are Closely Aligned Through Earn - Out, Deferred Founder Shares & Continuing Oaktree Ownership • Existing IEA stockholders will be eligible to receive up to 9 million shares of common stock based on an earn - out mechanism ► 1 million shares of common stock will be payable if EBITDA (as defined in the Merger Agreement) for 2018 is at least $65 mill ion and an additional 250,000 shares would be payable for each $1 million of EBITDA (as defined in the Merger Agreement) in exces s of $65 million; and ► 1 million shares of common stock will be payable if EBITDA (as defined in the Merger Agreement) for 2019 is at least $90 mill ion and an additional 250,000 shares would be payable for each $1 million of EBITDA (as defined in the Merger Agreement) in exces s of $90 million ► Any shares of common stock that are not earned for 2018 may be earned for 2019, subject to an aggregate cap of 9 million shar es • To more closely align the interests of M - III, existing IEA stockholders and the Company, M - III is deferring vesting of 1.875 mil lion of its 3.75 million Founder Shares ► 937,500 shares vest when the Company’s stock price reaches $12.00 per share for any 20 of 30 trading days ► 937,500 shares vest when the Company’s stock price reaches $14.00 per share for any 20 of 30 trading days • Existing IEA stockholders will receive $35 million in convertible, redeemable, preferred equity (1) , having the following terms: ► Cash dividends payable quarterly at 6% per annum for the first 18 months following closing and then at 10% per annum until redeemed or converted ► Commencing three years after closing, unpaid amounts may be converted, at the option of the holder, into common stock at a pr ice per share equal to the then - current market value (30 - day VWAP) of the common stock ► At the option of the Company, unpaid amounts are redeemable by the Company in whole or in part at par plus accrued and unpaid dividends at any time prior to conversion ► Mandatory redemption at par plus accrued and unpaid dividends by the Company (if not earlier converted by holders) upon (i) t he earlier of a (a) change of control or (b) material disposition by the Company or any of its subsidiaries, and (ii) receipt of ne t cash proceeds of any primary equity issuances (with it being understood that equity consideration paid to sellers on account of acquisitions by the Company or its subsidiaries would not trigger redemptions) ► The Company and its subsidiaries will be restricted from making dividends (other than within the company group) and repurchas es of common stock while any preferred equity is outstanding Preferred Equity as Part of Consideration (1) Subject to certain adjustments in Merger Agreement.

 

 

31 EBITDA A DJUSTMENTS Summary of EBITDA Adjustments ($ in thousands) A. Discontinued Operations – in FY15, the Company shut down its Canadian operations and restructured its corporate cost structure. Management removed the income statement activity related to the Canadian legal entity and corporate costs that are no longer a part of the Company’s cost structure. Also excluded are impacts of certain costs that are no longer part of the Company’s cost structure going forward B. Diversification SG&A – In FY17, the Company began expanding into electrical transmission work and corresponding services, which were historically subcontracted to third parties. Revenue related to these services is not anticipated until FY18 C. Allocation, Reserve and Accrual Adjustment - Adjustments recorded in preparation for PCAOB audit, including corrections of allocations between Continuing and Discontinued Operations, and corrections to accruals and reserves 1. Torque Tools Capitalization – in Nov. 2016, the Company capitalized the costs related to its torque tools resulting in an out - of - period benefit to the income statement of approximately $2.9m; this has been reversed 2. FY16 Bonus Expense – in FY16, a portion of the Company's executive leadership team's bonus was tied to the turnaround of the Company's financial performance 3. Professional Fees & Expenses – certain compensation and travel costs related to the current ownership and governance structure of the Company 4. (Gains) / Losses on Sale of Assets – non - operating (gains) / losses related to sale of the Company’s assets 5. Stock Compensation Expenses – removal of the non - cash stock compensation expense from historical earnings 6. Acquisition Costs – removal of the 3rd party expense related to historical acquisition costs 7. Bonus AICP – removal of non - cash deferred compensation expense related to the retired founders of the business 8. Life Insurance – Shareholder / SERP – removal of life insurance expenses for the founders of the Company and other retired employees that are not expected to continue post - transaction; the Company has an investment asset related to the life insurance liability 9. Miscellaneous Gains – removal of the non - operating gains of the Company from historical earnings 10. Warranty Reserve Release – adjustment reflects the removal of an out - of - period gain resulting from a warranty reserve release in FY16; the warranty accrual was established in FY15 11. Vacation Reserve Release – reversal of an out - of - period gain due to the release of a historical vacation reserve 12. Employee Reward Accrual Release – the Company over accrued for employee rewards in Dec. 2016 and subsequently reversed the expense in Jan. 2017 13. Full Year Impact of 2017 Capital Leasing Program – Reflects the annualization of the EBITDA effects of the capital leasing program for cranes and yellow iron, which was implemented during 2017, consisting of (i) a $1.7 million positive adjustment due to the elimination of cost of goods sold attributable to operating lease payments and a corresponding increase in interest expense and amortization expense, (ii) a $1.6 million reduction in cost of goods sold due to operational efficiencies resulting from the program and (iii) $1.4 million of expected gain on leased assets due to residual value exceeding depreciated carrying value. The adjustments related to the capital lease program are based on Management’s current estimates and could change depending on business activity and ongoing project needs. (1) Projections represent organic growth only, assumes no M&A and mid - point of the 2017E Adj. EBITDA range of $51 - $55 million, whi ch is adjusted to annualize the impact of the capital leasing program for cranes and yellow iron. (2) Includes purchase of property, plant and equipment and payments under capital leases. (3) Defined as Adj. EBITDA less capital expenditures and payments under capital leases. 2014 2015 2016 2017E (1) Total Revenue $286,754 $206,714 $613,534 $480,000 Net Income / (Loss) ($86,455) ($26,457) $59,414 $31,178 A. Discontinued Operations 88,372 29,715 6,193 1,537 Net Income from Cont. Operations $1,917 $3,258 $65,607 $32,715 Interest Expense, net 113 (4) - 1,709 Depreciation & amortization 3,953 3,053 2,844 5,568 Taxes 1,143 1,689 (2,449) 3,561 B. Diversification SG&A - - - 4,447 EBITDA from Continuing Operations $7,126 $7,996 $66,002 $48,000 % Margin 2.5% 3.9% 10.8% 10.0% C. Allocation, Reserve and Accrual Adjustment - 1,000 (1,920) - EBITDA from Continuing Operations (As Adj.) $7,126 $8,996 $64,082 $48,000 % Margin (As Adj.) 2.5% 4.4% 10.4% 10.0% Adjustments 1. Torque Tools Capitalization 21 - (2,901) - 2. FY16 Bonus Expense - - 1,525 - 3. Professional Fees & Expenses 150 752 1,353 - 4. (Gains) / Losses on Sale of Assets 373 (823) (130) - 5. Stock Compensation Expenses 470 - - - 6. Acquisition Costs 385 25 - - 7. Bonus AICP 170 298 (23) - 8. Life Insurance - Shareholder / SERP 6 83 (152) - 9. Miscellaneous Gains - (51) (83) - 10. Warranty Reserve Release - 118 (118) - 11. Vacation Reserve Release 53 (172) - - 12. Employee Reward Accrual Release - - 100 - Other Adjustments 13. Full Year impact of 2017 Capital Leasing program - - - 4,700 Total Adjustments $1,628 $230 ($429) $4,700 Adjusted EBITDA $8,754 $9,226 $63,653 $52,700 % Margin 3.1% 4.5% 10.4% 11.0% Capital Expenditures (2) 4,064 677 4,495 3,238 Adjusted Free Cash Flow (3) $4,690 $8,549 $59,158 $49,462 % Conversion 53.6% 92.7% 92.9% 93.9%