M III ACQUISITION CORP. (NASDAQ:MIII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On December27, 2017, M III Acquisition Corp. (the “Company”) entered into Amendment No.2 (“Amendment No.2”) to the Agreement and Plan of Merger, dated as of November3, 2017 (the “Merger Agreement”), as amended by Amendment No.1 (“Amendment No.1”) to the Merger Agreement, by and among IEA Energy Services LLC (together with its subsidiaries, “IEA”), the Company, Wind Merger Sub I,Inc., Wind Merger Sub II, LLC,Infrastructure and Energy Alternatives, LLC (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), solely in its capacity as the representative of the Seller, and solely for purposes ofSection10.3thereof, and, to the extent related thereto,Article12 thereof, M III Sponsor I LLC and M III Sponsor I LP.
Amendment No.2 amended the Merger Agreement to extend the deadline by which the parties have agreed to file the required notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to February 15, 2018 or such earlier date as is agreed in writing by all parties to the Merger Agreement.
A copy of Amendment No.2 is attached as Exhibit2.3 hereto. For a detailed discussion of the Merger Agreement, see the Company’s Current Report on Form8-K, filed with the SEC on November3, 2017. For the full text of the Merger Agreement and Amendment No.1, see Exhibit2.1 to the Company’s Amendment No.1 to its Current Report on Form8-K filed with the SEC on November8, 2017 and Exhibit2.2 to the Company’s Current Report on Form8-K filed with the SEC on November21, 2017, which are incorporated by reference as Exhibits2.1 and 2.2, respectively, hereto.
Additional Information
The proposed transaction to which the Merger Agreement, Amendment No.1 and Amendment No.2 relate will be submitted to stockholders of the Company for their approval. In connection with that approval, the Company will file with the SEC a proxy statement containing information about the proposed transaction and the respective businesses of the Company and IEA. Stockholders are urged to read the proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to M III Acquisition Corp., 3 Columbus Circle, 15thFloor, New York, NY 10019, (212) 716-1491.
The Company,IEA and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Form10-K filed with the SEC on March30, 2017. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
Description |
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2.1 |
Agreement and Plan of Merger, dated as of November3, 2017, by and among the Company,IEA Energy Services, LLC, Wind Merger Sub I,Inc., Wind Merger Sub II, LLC,Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as the representative of the seller, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit2.1 to the Company’s Amendment No.1 to its Current Report on Form8-K filed November8, 2017). |
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2.2 |
Amendment No.1 to the Agreement and Plan of Merger, dated as of November15, 2017, by and among IEA Energy Services, LLC, M III Acquisition Corp., Wind Merger Sub I,Inc., Wind Merger Sub II, LLC,Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as the representative of the seller, and solely for purposes of Section10.3 thereof, and, to the extent related thereto, Article12 thereof, M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit2.2 to the Company’s Current Report on Form8-K filed November21, 2017). |
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2.3 |
Amendment No.2 to the Agreement and Plan of Merger, dated as of December27, 2017, by and among IEA Energy Services, LLC, M III Acquisition Corp., Wind Merger Sub I,Inc., Wind Merger Sub II, LLC,Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as the representative of the seller, and solely for purposes of Section10.3 thereof, and, to the extent related thereto, Article12 thereof, M III Sponsor I LLC and M III Sponsor I LP. |