Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Section 8.01 under the headings “Notes of the IEA” and “Borrowing under the MasTec Term Loan Agreement” is incorporated herein by reference.
Item 8.01. Other Events.
Completion of the acquisition of IEA
A description of the consideration payable to holders of IEA common stock, par value
A description of the consideration payable to holders of IEA stock options, restricted stock units and performance stock units is set forth under “The Arrangements – Description of the Merger Agreement – Treatment of Stock Options, Warrants and Other Stock-Based Awards”, in the Proxy Circular/Prospectus and that description is incorporated herein by reference.
A description of the consideration payable to holders of IEA Anti-Dilution Warrants, Prefunded Warrants, Series B Warrants and SPAC Warrants is set forth under “The Agreements – Description of the Agreement Merger – Treatment of Stock Options, Warrants and Other Equity-Based Awards”, in the Proxy Circular/Prospectus and that description is incorporated herein by reference.
As a result of the merger, among other things, the company issues approximately 2,651,719 common shares of the company to former common stockholders of IEA and records the issuance of an additional 128,205 common shares of the company as part of certain former IEA Warrants which, if exercised, will be settled, in part, with common shares of the Company.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which has been attached as Schedule 2.1 to the current Form 8 Report. -K filed by the IEA with the
From the effective date of the Merger,
The IEA Obligations are the senior unsecured obligations of the IEA Issuer and rank pari passu in right of payment with all future senior unsecured indebtedness of the IEA Issuer and in priority of payment to any future subordinated debt of the Issuer IEA. The IEA Notes were guaranteed by the Guarantors (as defined in the IEA Deed) in accordance with the IEA Deed at the time the IEA Notes were issued. The guarantors of the IEA Notes were automatically and unconditionally discharged and released from their obligations under the IEA Indenture upon the full repayment and termination of IEA’s existing credit facility and the release of the guarantors under of this credit facility. The IEA Notes will be structurally subordinated to all indebtedness and other indebtedness, including trade payables, of the Company’s subsidiaries and will be effectively subordinated to any secured indebtedness of the IEA Issuer, to the extent of the value of the collateral securing such debt.
Any time before
The terms of the IEA Indenture, among other things, limit the ability of the IEA Issuer to incur additional indebtedness; pay dividends or make other restricted payments; make loans and investments; incur privileges; sell assets; enter into affiliate transactions; enter into certain sale-leaseback transactions; enter into agreements restricting the ability of the Issuer’s subsidiaries to pay dividends; and merge, consolidate or amalgamate or sell all or substantially all of its assets, subject to certain thresholds and exceptions. Some of these limitations are waived so long as the IEA Securities are rated investment grade by at least two nationally recognized statistical rating agencies, subject to certain conditions. The AIE Indenture provides for customary events of default which include (subject in some cases to customary grace and relief periods), among others, non-payment of principal or interest; violation of other covenants or agreements in the deed; failure to pay certain other debts; non-payment of certain final judgments; the inability of certain warranties to be enforceable; and certain cases of bankruptcy or insolvency.
The above summary of the IEA Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the IEA Indenture, which is filed as Schedule 10.1 hereto, the terms of which are incorporated herein by reference.
Borrow under the MasTec Term Loan Agreement
As indicated previously, the
The description of the Term Loan Agreement contained in this Section 2.03 does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement. The Term Credit Agreement was attached as Exhibit 10.2 to the Company’s current report on Form 8-K filed by the Company with the
Item 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description 10.1 Indenture, dated as of
August 17, 2021, by and among IEA Energy Services LLC, the guarantors party thereto from time to time and Wilmington Trust National Association, as trustee, governing the 6.625% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to IEA's Current Report on Form 8-K (File No. 001-37796) filed August 17, 2021). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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