M III ACQUISITION CORP. (NASDAQ:MIII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On January9, 2018, M III Acquisition Corp. (the "Company") entered into Amendment No.3 ("Amendment No.3") to the Agreement and Plan of Merger, dated as of November3, 2017 (the "Merger Agreement"), as amended by Amendment No.1 ("Amendment No.1") and Amendment No.2 ("Amendment No.2") to the Merger Agreement, by and among IEA Energy ServicesLLC (together with its subsidiaries, "IEA"), the Company, Wind Merger Sub I,Inc., Wind Merger SubII, LLC, Infrastructure and Energy Alternatives,LLC ("Seller"), Oaktree Power Opportunities Fund III Delaware,L.P. ("Oaktree"), solely in its capacity as the representative of the Seller, and solely for purposes of Section10.3 thereof, and, to the extent related thereto, Article12 thereof, MIII SponsorILLC and M III Sponsor ILP.
Amendment No.3 was entered into by the parties for the purpose of increasing the 2018 earnout threshold from $65,000,000 to an amount equal to (i)$65,000,000 plus (ii)the amount, if any, by which adjusted EBITDA for the year ended December31, 2017 (determined from IEA's audited financial statements and calculated in a manner consistent with Section10.1(f)(y) of IEA's disclosure schedules to the Merger Agreement) is less than $52,700,000.
As disclosed in the Company's preliminary proxy statement filed with the SEC on January10, 2018, IEA's fourth quarter results were negatively impacted by project start dates being deferred from 2017 to 2018 as a result of the uncertainty surrounding the adoption of the Tax Cuts and Jobs Act of 2017. IEA anticipates that the impact of the deferral of these project start dates will be to shift approximately $28.0 million of revenue from 2017 to 2018. These estimates for fiscal 2017 are unaudited and should be considered preliminary and subject to change. Amendment No.3 adjusts the 2018 earnout threshold to take into account the revenue that is projected to be realized in 2018, rather than 2017, as a result of the deferral of these project start dates.
A copy of Amendment No.3 is attached as Exhibit2.4 hereto and is incorporated herein by reference. For a detailed discussion of the Merger Agreement, see the Company's Current Report on Form8-K, filed with the Securities and Exchange Commission ("SEC") on November3, 2017. For the full text of the Merger Agreement, Amendment No.1 and Amendment No.2, see Exhibit2.1 to the Company's Amendment No.1 to its Current Report on Form8-K filed with the SEC on November8, 2017, Exhibit2.2 to the Company's Current Report on Form8-K filed with the SEC on November21, 2017 and Exhibit2.3 to the Company's Current Report on Form8-K filed with the SEC on December27, 2017, which are also incorporated by reference as Exhibits2.1, 2.2 and 2.3, respectively, hereto.
Additional Information
The proposed transaction to which the Merger Agreement, Amendment No.1, Amendment No.2 and Amendment No.3 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., 3Columbus 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 1.01Financial Statements and Exhibits.
- (d)
- Exhibits:
| Exhibit | Description |
|---|---|
| 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 ILLC and M III Sponsor ILP (incorporated by reference to Exhibit2.1 to the Company's Amendment No.1 to its Current Report on Form8-K filed November8, 2017). |
| 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 ILLC and M III Sponsor ILP (incorporated by reference to Exhibit2.2 to the Company's Current Report on Form8-K filed November21, 2017). |
| 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 ILLC and M III Sponsor ILP. |
| 2.4 | Amendment No.3 to the Agreement and Plan of Merger, dated as of January9, 2018, 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 ILLC and M III Sponsor ILP. |
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: January10, 2018
| M III ACQUISITION CORP. | |
| By: | /s/MOHSIN Y. MEGHJI |
| Name: | Mohsin Y. Meghji |
| Title: | Chairman and Chief Executive Office |
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M III Acquisition Corp. ExhibitEX-2.3 2 a2234222zex-2_3.htm EX-2.3 QuickLinks — Click here to rapidly navigate through this document Exhibit 2.3 AMENDMENT NO. 2 AMENDMENT NO. 2 (this “Amendment”),…To view the full exhibit click here
