UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~September~~October 307, 2022

~~Infrastructure~~INFRASTRUCTURE &AND ~~Energy Alternatives~~ENERGY ALTERNATIVES, ~~Inc~~INC.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-37796	47-4787177
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6325 Digital Way, Suite 460, Indianapolis, Indiana 46278

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices,~~Offices) ~~including~~(Zip ~~zip code~~Code)

(800) 688-3775

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.0001 par value	IEA	The Nasdaq Stock Market LLC
Warrants for Common Stock	IEAWW	The Nasdaq Stock Market LLC

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	IEA	The Nasdaq Stock Market LLC
Warrants for Common Stock	IEAWW	The Nasdaq Stock Market LLC

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

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~~Introductory ~~8.01 Other Events~~Note

OnAs previously ~~July~~disclosed in the Current Report on Form ~~24, 2022,~~ 8-K filed by Infrastructure and Energy Alternatives, Inc.,(the a“Company” ~~Delaware~~or ~~corporation (~~“IEA”) orwith the Securities and Exchange Commission (the “~~Company~~SEC”), on July 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 24, 2022, by and among the Company, MasTec, Inc., a Florida corporation (“~~MasTec~~Parent” or “~~Parent~~MasTec”), and Indigo Acquisition I Corp., a Delaware corporation and ~~wholly~~a wholly-owned subsidiary of ~~Parent~~MasTec (“Merger Sub”)~~. Pursuant to the Merger Agreement~~, onwhich ~~the~~provides ~~terms~~for ~~and subject to the conditions set forth therein,~~ Merger Sub ~~will~~to ~~merge~~be merged with and into the Company (the “Merger”), with the Company ~~continuing~~ assurviving the ~~surviving~~Merger ~~corporation~~as ina wholly-owned subsidiary of MasTec. On October 7, 2022 (the “Closing Date”), the Merger became effective and ~~becoming~~the aCompany ~~wholly~~and ~~owned~~MasTec ~~subsidiary~~took ofvarious ~~Parent~~other actions, as discussed further below.

OnItem ~~August 29, 2022, Parent filed with the U~~1.S02. ~~Securities~~Termination ~~and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) which included a proxy statement/prospectus with respect to the special meeting~~ of ~~the Company stockholders scheduled to be held on October 7, 2022 to, among other things, vote on~~ a ~~proposal~~Material toDefinitive ~~adopt and approve the Merger~~ Agreement. The Registration Statement was declared effective by the SEC on September 8, 2022, and the definitive proxy statement/prospectus was filed with the SEC on September 8, 2022 (the “Definitive Proxy Statement/Prospectus”).

~~Threatened~~The ~~Stockholder~~information ~~Litigation~~set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Between~~As ~~September 8, 2022~~previously ~~and September 30~~disclosed, ~~2022, 2022,~~ the Company ~~received~~entered ~~four~~into ~~letters~~a onCredit ~~behalf~~Agreement, dated as of ~~purported~~August 17, ~~stockholders~~2021 of(as ~~the~~amended, ~~Company~~restated, ~~generally~~modified, ~~alleging~~or ~~concerns~~supplemented ~~regarding~~from ~~the~~time ~~disclosures~~to intime, the ~~Definitive~~“Credit ~~Proxy Statement/Prospectus~~Agreement”), among IEA Energy Services LLC (the “~~Demand Letters~~Borrower”)., Inthe ~~these~~guarantors ~~Demand~~party ~~Letters~~thereto from time to time, ~~these~~the ~~purported~~lenders ~~stockholders~~party thereto ~~threaten~~from ~~litigation~~time ~~regarding~~to ~~the~~time ~~alleged~~and ~~deficient~~CIBC ~~disclosures.~~Bank NoUSA, ~~litigation~~as ~~relating~~administrative toagent ~~Definitive~~and ~~Proxy~~collateral ~~Statement/Prospectus~~agent. orA copy of the ~~Merger~~ Credit Agreement ~~has~~was ~~been~~ filed as ofExhibit 10.1 to the ~~filing~~Company’s ~~of this~~ Current Report on Form 8-K filed with the SEC on August 17, 2021.

~~Although the~~In ~~Company~~connection ~~believes that the disclosures set forth in the Definitive Proxy Statement/Prospectus comply fully~~ with ~~all applicable law and denies~~ the ~~allegations~~consummation inof the ~~Demand Letters~~Merger, ~~in order to moot~~ the ~~disclosure~~Borrower ~~claims,~~repaid ~~avoid~~all ~~nuisance~~outstanding ~~and~~obligations ~~possible expense and business delays, and provide additional information to its stockholders, the Company has determined voluntarily to supplement certain disclosures~~ in ~~the~~respect Definitive Proxy Statement/Prospectus related to the claims with the supplemental disclosures set forth below (the “Supplemental Disclosures”). These Supplemental Disclosures should be read in conjunction with the rest of ~~the Definitive Proxy Statement/Prospectus~~principal, ~~which~~ isinterest ~~available at the SEC’s website, www.sec.gov~~ and ~~which~~fees ~~we urge you to read in its entirety. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit~~and, ~~necessity~~effective oras ~~materiality under applicable laws~~ of ~~any of~~ the ~~disclosures~~ ~~set~~Closing ~~forth herein. To the contrary~~Date, ~~the~~terminated ~~Company and its directors and officers specifically deny~~ all ~~allegations in the Demand~~applicable ~~Letters,~~commitments ~~including~~under the ~~allegations~~Credit ~~that any additional disclosure was or is required or material~~Agreement.

ToItem the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement2.01 ~~All~~Completion ~~references~~of toAcquisition ~~sections and subsections herein are references to the corresponding sections~~ or ~~subsections~~Disposition inof the Definitive Proxy Statement/Prospectus, all page references are to pages in the Definitive Proxy Statement/Prospectus, and terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement/ProspectusAssets.

1.On ~~The~~October 7, ~~disclosure~~2022, ~~under~~pursuant to the ~~heading~~terms ~~“Transaction Summary – Opinion~~ of ~~IEA’s~~the ~~Financial~~Merger ~~Advisor~~Agreement, the –Merger ~~Summary~~was ofeffected, ~~Lazard~~with ~~Financial~~Merger ~~Analyses~~Sub –being ~~Selected~~merged ~~Comparable~~with ~~Company~~and ~~Multiples~~into ~~Analysis” is hereby amended by adding~~ the ~~following~~Company, toand the ~~table~~Company ~~titled~~surviving ~~“Specialty E&C Companies” following~~ the ~~last~~Merger ~~sentence~~as ona ~~page~~wholly-owned subsidiary ~~56:~~of MasTec.

~~Specialty~~A description of the consideration payable to holders of the Company’s ~~E&C~~common ~~Companies:~~stock, par value $0.0001 per share (the “IEA Common Stock”) is set forth under the heading “The Agreements—Description of the Merger Agreement—Consideration in the Merger,” in the Proxy Statement/Prospectus filed by MasTec with the SEC on September 8, 2022 (the “Proxy Statement/Prospectus”), and such descriptions are incorporated herein by reference.

Enterprise Value (Millions)

2022E EBITDA Multiple

2023E EBITDA Multiple

Dycom Industries, Inc.

3,614

11.2x

8.5x

MasTec, Inc.

7,320

8.7x

6.9x

MYR Group, Inc.

1,607

9.0x

8.3x

Primoris Services Corporation(1)

2,147

6.5x

5.8x

Quanta Services, Inc.

23,239

14.3x

13.2x

A description of the consideration payable to holders of IEA stock options, restricted stock units and performance stock units is set forth under the heading “The Agreements—Description of the Merger Agreement—Treatment of Stock Options, Warrants and Other Equity-Based Award,” in the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.

2.A ~~The~~description ~~disclosure~~of ~~under~~ the ~~heading~~consideration ~~“Transaction~~payable ~~Summary~~to –holders ~~Opinion~~ of IEA’s ~~Financial~~anti-dilution warrants, ~~Advisor~~pre-funded –warrants, ~~Summary~~series ofB ~~Lazard~~warrants ~~Financial~~and ~~Analyses~~SPAC –warrants ~~Selected~~is ~~Comparable~~set ~~Company~~forth ~~Multiples~~under ~~Analysis”~~the isheading ~~hereby~~“The ~~amended~~Agreements—Description byof ~~adding~~ the ~~following~~Merger toAgreement—Treatment of ~~the~~Stock ~~table~~Options, ~~titled~~Warrants ~~“Specialty~~and ~~Civil~~Other ~~E&C~~Equity-Based ~~Companies~~Award,” ~~following~~in the ~~last~~Proxy ~~sentence~~Statement/Prospectus onand ~~page~~such ~~56:~~descriptions are incorporated herein by reference.

~~Specialty~~The foregoing description of the Merger and the Merger Agreement does ~~Civil~~not ~~E&C~~purport ~~Companies:~~to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 25 2022, and is incorporated by reference into this Item 2.01.

Enterprise Value (Millions)

2022E EBITDA Multiple

2023E EBITDA Multiple

Granite Construction Inc.

1,292

6.0x

5.0x

Sterling Infrastructure, Inc.

1,073

5.5x

4.9x

Tutor Perini Corporation

1,077

4.4x

3.4x

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

3. The ~~disclosure~~information ~~under~~set ~~the~~forth ~~heading~~in ~~“Transaction~~the ~~Summary~~Introduction –and ~~Opinion~~under ofItem ~~IEA’s~~2.01 ~~Financial Advisor – Summary~~ of this ~~Lazard~~Current ~~Financial~~Report ~~Analyses~~on –Form 8-K ~~Selected Precedent Transactions Multiples Analysis”~~ is ~~hereby~~incorporated ~~amended~~herein by ~~adding the following to the table after the first sentence on page 58:~~reference.

Implied

Enterprise

Value

FY+1

Announcement Date

Acquiror

Target

(Millions)

Multiple

2020

Oaktree Capital Management LP

Signal Energy, LLC

(1)

May 2021

Confidential Buyer

Confidential Target

371

6.7x

September 2021

Confidential Buyer

Confidential Target

740

(2)

7.3x

(2)

October 2021

Quanta Services, Inc.

Blattner Holding Company

2,700

(2)

10.0x

(2)

December 2021

Koch Industries

DEPCOM Power

(1)

In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on the Closing Date that the Certificate of Merger had been filed with the State of Delaware and that, at the Effective Time (as defined in the Merger Agreement), each outstanding share of IEA Common Stock, was cancelled and converted into the right to receive the Merger Consideration subject to the terms of the Merger Agreement. The Company requested that NASDAQ suspend the IEA Common Stock and SPAC Warrants (as defined in the Merger Agreement) on the Closing Date, and as a result, trading of the shares of IEA Common Stock and SPAC Warrants on NASDAQ will be suspended following the closing of trading on the Closing Date. The Company also requested that NASDAQ file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the IEA Common Stock and SPAC Warrants from NASDAQ and the deregistration of the IEA Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the termination of registration of the IEA Common Stock and SPAC Warrants under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~(1)~~Item ~~Not~~3.03. ~~publicly~~Material ~~disclosed~~Modification to Rights of Security Holders.

(The information set forth in the Introduction and under Item 2).01 ~~Excludes~~of this ~~any~~Current ~~contingent~~Report ~~earnout~~on ~~consideration~~Form 8-K is incorporated herein by reference.

4Item 5.01 ~~The~~Changes ~~disclosure~~in ~~under~~Control ~~the heading “Transaction Summary – Opinion~~ of ~~IEA’s Financial Advisor – Summary of Lazard Financial Analyses – Discounted Cash Flow Analysis” is hereby amended by replacing the second and third paragraphs on page 59 with the following:~~Registrant.

~~The~~Pursuant ~~terminal value of IEA was calculated by applying various terminal year Adjusted EBITDA multiples ranging from 6.25x~~ to ~~8.25x~~the toterms ~~IEA’s projected terminal year Adjusted EBITDA~~ of ~~$215~~the ~~million.~~Merger ~~IEA’s~~Agreement, ~~projected~~at ~~terminal~~the ~~year Adjusted EBITDA was calculated by assuming from 2027 onwards a 2.25% EBITDA~~Effective ~~growth rate; a 2.25% growth rate for depreciation and amortization~~Time, ~~change in net working capital and capital expenditures; and flat proceeds from~~ the ~~sale~~Company ofbecame ~~property,~~a ~~plants and equipment and from stock~~wholly-~~based~~owned ~~compensation.~~subsidiary ~~The terminal year EBITDA multiples were selected by Lazard using its professional judgment and expertise by reference to historic and current EBITDA multiples~~ of ~~IEA~~MasTec ~~comparable companies. The 2022 estimated EBITDA multiples~~ and, ~~2023~~accordingly, ~~estimated~~a ~~EBITDA~~change ~~multiples of IEA comparable companies are set forth above~~ in “— ~~Selected~~control ~~Comparable Company Multiples Analysis.” The resulting range~~ of ~~implied present values of~~ the ~~enterprise terminal~~Company values for IEA of $657 million to $961 million was calculated based on estimated Adjusted EBITDA multiples for the next twelve-month period (referred to as “NTM”), calculated as a weighted average of the 2022 estimated EBITDA multiples (weighted 25%) and 2023 estimated EBITDA multiples (weighted 75%) of IEA comparable companiesoccurred.

~~Lazard~~The ~~took~~information ~~the~~set ~~sum~~forth ofin ~~the~~Item ~~present~~2.01, Item ~~value ranges for IEA’s future cash flows and terminal value to calculate a range of implied enterprise values~~3.01, Item ~~Lazard then subtracted~~5.02 ~~the net debt of IEA of approximately $302 million (as described in further detail above in the paragraph immediately preceding “— Summary of Lazard Financial Analyses”)~~ and ~~calculated~~Item ~~a range of implied per share equity values for IEA common stock~~5. ~~Based~~03 onis ~~that~~incorporated ~~analysis,~~herein ~~Lazard~~by ~~reviewed the implied price per share range for shares of IEA common stock as compared to the per share merger consideration as set forth below:~~reference.

Item 5.02 ~~The~~Departure ~~disclosure~~of ~~under~~Directors ~~the~~or ~~heading~~Certain ~~“Transaction~~Officers; ~~Summary~~Election ~~– Opinion~~ of ~~IEA’s~~Directors; ~~Financial~~Appointment ~~Advisor~~of –Certain ~~Miscellaneous”~~Officers; isCompensatory ~~hereby~~Arrangements ~~amended~~of byCertain ~~replacing the third paragraph on page 61 with the following:~~Officers.

InPursuant ~~connection with Lazard’s services as financial advisor~~ to ~~IEA with respect to~~ the ~~merger, IEA~~terms ~~agreed~~of ~~to pay Lazard a fee based on~~ the ~~aggregate~~Merger ~~consideration~~Agreement, ~~involved in~~ the ~~merger, calculated~~directors as of IEA immediately prior to the ~~closing~~Effective ofTime ~~the~~on ~~merger (as of August~~October 257, ~~2022,~~ceased ~~such~~serving ~~amount~~as ~~was~~members ~~estimated to be approximately $17 million), which is payable contingent upon consummation~~ of the ~~merger.~~Company’s Inboard ~~addition, IEA~~of ~~agreed to pay Lazard a quarterly financial~~directors ~~advisory~~and ~~fee~~each ofcommittee ~~$300~~thereof,~~000,~~ ~~beginning~~and onRobert ~~January 1~~Apple, ~~2022,~~the ~~50%~~director of ~~which~~Merger isSub ~~creditable~~immediately ~~against~~prior ~~any Transaction fee described above, subject~~ to ~~adjustment~~the byEffective ~~mutual~~Time ~~agreement after June~~on October 307, 2022., ~~IEA~~became ~~has~~the ~~also~~sole ~~agreed~~director toof ~~reimburse~~IEA ~~Lazard~~following ~~for~~the ~~certain~~consummation ~~expenses~~of ~~incurred~~the inMerger ~~connection with~~until ~~Lazard’s~~the ~~engagement~~earlier ~~and~~of totheir ~~indemnify Lazard and certain related persons under certain circumstances against various liabilities~~death, ~~that~~resignation ~~may arise from~~ or beremoval related to Lazard’s engagement, including certain liabilities under United States federal securities laws. Other than as described above, IEA has not agreed to pay Lazard any other compensation in connection with the Transaction or in ~~connection~~until ~~with~~their ~~any~~respective ~~other~~successors ~~investment~~are ~~banking~~duly ~~services~~elected ~~provided in the past two years, including with respect to strategic planning~~ and ~~financial matters~~qualified.

On October 6., ~~The~~2022, ~~disclosure~~in ~~under~~connection ~~the heading “Transaction Summary – IEA Management’s Unaudited Prospective Financial Information” is hereby amended and supplemented by including the text and the table below (and~~ with ~~respect to~~ the ~~tables~~Merger, ~~exactly as~~ the ~~tables appear below) on page 64 of the Definitive Proxy Statement/Prospectus under the subheading “~~IEA ~~Prior~~Group Savings ~~Management~~ Plan”: was terminated.

~~The~~Item ~~following~~5.03. ~~table~~Amendments ~~presents~~to aArticles ~~summary~~ of ~~the~~Incorporation ~~IEA~~or ~~financial projections~~Bylaws; ~~prepared~~Change ~~by IEA~~ in ~~February 2022~~Fiscal ~~and provided to potential counterparties in the strategic outreach process~~Year.

	Fiscal Year Ended December 31
($ in mm)	2022E			2023E			2024E			2025E			2026E			2027E
Total Revenue	$	2,492		$	2,693		$	2,873		$	3,067		$	3,270		$	3,493
EBIT	$	96		$	162		$	173		$	183		$	195		$	205
Depreciation & Amortization	$	48		$	50		$	53		$	55		$	58		$	61
Stock-Based Compensation	$	5		$	5		$	5		$	5		$	5		$	5
Adjusted EBITDA(1)	$	149		$	216		$	230		$	243		$	258		$	271
Income Taxes	$	(21	)	$	(43	)	$	(46	)	$	(49	)	$	(52	)	$	(54	)
Changes in Net Working Capital	$	(41	)	$	(20	)	$	(18	)	$	(19	)	$	(20	)	$	(22	)
Net Capital Expenditures and Other Investments		(23	)		(25	)		(27	)		(29	)		(32	)		(35	)
Unlevered Free Cash Flow	$	68		$	128		$	139		$	146		$	154		$	160

On the Closing Date, the Company filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger. At the Effective Time, the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety (as described in the Proxy Statement/Prospectus) (the “Amended and Restated Certificate of Incorporation”). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. In addition, at the Effective Time, Merger Sub’s bylaws as in effect immediately prior to the Merger became the bylaws of the Company (the “Bylaws”). A copy of the Bylaws is filed as Exhibit 3.2 and is incorporated herein by reference.

~~(1)~~Item ~~Adjusted~~5.07 ~~EBITDA~~Submission ~~represents net income, excluding the impact~~ of ~~income~~Matters ~~taxes, depreciation and amortization, interest expense and certain other non-cash, non-recurring and/or unusual, non-operating items including, but not limited~~ to, ~~non-cash~~a ~~stock~~Vote ~~compensation~~of ~~expense,~~Security ~~fair value adjustments for warrants, and restructuring expenses~~Holders.

On October 7., ~~The~~2022, IEA held ~~disclosure~~a ~~under~~special meeting (the ~~heading~~ “~~Transaction~~Special ~~Summary~~Meeting”) –of ~~IEA~~stockholders ~~Management’s~~via ~~Unaudited~~live ~~Prospective~~webcast ~~Financial~~in ~~Information”~~connection iswith ~~hereby~~the ~~amended~~proposed ~~and~~Merger. ~~supplemented~~As of bythe ~~including~~record date of the ~~text~~Special ~~and~~Meeting, ~~the~~there ~~table~~were ~~below~~a ~~(and~~total ~~with~~of ~~respect~~48,644,324 shares of IEA Common Stock outstanding and entitled to vote at the ~~tables,~~Special ~~exactly~~Meeting. asAt the ~~tables~~Special ~~appear~~Meeting, ~~below)~~39,875,796 onshares ~~page~~of 64Common ofStock ~~the~~were ~~Definitive~~represented ~~Proxy~~virtually ~~Statement/Prospectus~~or ~~under~~by proxy at the ~~subheading~~Special Meeting; ~~“IEA~~therefore, ~~Updated~~a ~~Management~~quorum ~~Plan”:~~was present.

~~The~~Set ~~following~~forth ~~table~~below ~~presents~~are athe ~~summary~~matters ofacted ~~the~~upon ~~IEA financial projections prepared~~ by ~~IEA~~the inCompany’s ~~July 2022~~stockholders ~~and,~~ at the ~~direction~~Special ~~of IEA~~Meeting, ~~Lazard~~each ~~utilized~~of ~~for~~which ~~purposes~~was ofapproved, ~~Lazard’s analysis~~as inwell ~~connection~~as ~~with~~the ~~its~~final ~~evaluation~~voting results of ~~the~~each ~~merger~~such ~~and its opinion~~matter.

	Fiscal Year Ended December 31
($ in mm)	2022E			2023E			2024E			2025E			2026E			2027E
Total Revenue	$	2,492		$	2,687		$	2,850		$	3,004		$	3,160		$	3,324
EBIT	$	96		$	122		$	131		$	138		$	144		$	150
Depreciation & Amortization	$	49		$	51		$	48		$	51		$	53		$	56
Stock-Based Compensation	$	5		$	5		$	5		$	5		$	5		$	5
Adjusted EBITDA(1)	$	149		$	177		$	184		$	193		$	202		$	210
Income Taxes	$	(26	)	$	(33	)	$	(35	)	$	(37	)	$	(39	)	$	(40	)
Changes in Net Working Capital	$	(41	)	$	(20	)	$	(16	)	$	(15	)	$	(16	)	$	(17	)
Net Capital Expenditures and Other Investments	$	(23	)	$	(25	)	$	(27	)	$	(29	)	$	(31	)	$	(33	)
Unlevered Free Cash Flow	$	59		$	100		$	106		$	112		$	117		$	121

The consummation of the Merger remains subject to certain closing conditions.

(1). ~~Adjusted~~The ~~EBITDA~~proposal ~~represents~~to ~~net~~adopt ~~income,~~and ~~excluding~~approve the ~~impact~~Agreement ofand ~~income~~Plan ~~taxes~~of Merger, ~~depreciation~~dated ~~and~~as ~~amortization~~of July 24, ~~interest~~2022, ~~expense~~by and ~~certain~~among ~~other~~the ~~non-cash~~Company, ~~non-recurring~~MasTec and~~/or~~ ~~unusual,~~Merger ~~non-operating~~Sub ~~items~~pursuant ~~including,~~to ~~but~~which ~~not~~Merger ~~limited~~Sub ~~to,~~will ~~non-cash~~be ~~stock~~merged ~~compensation~~with ~~expense~~and into the Company, ~~fair~~with ~~value~~the ~~adjustments~~Company ~~for~~surviving ~~warrants,~~the ~~and~~merger ~~restructuring~~as ~~expenses.~~a wholly-owned subsidiary of Parent (the “Merger Agreement Proposal”):

8. The disclosure under the heading “Transaction Summary – Interests of IEA’s Directors and Executive Officers in the Transaction” is hereby amended by adding the following to the paragraph that begins on page 64 and ends on page 65:

Votes For		Votes Against		Votes Abstaining
39,811,072		47,801		16,923

As2. ofThe ~~the~~proposal ~~signing~~to ofapprove, ~~the~~on ~~Merger~~a ~~Agreement~~non-binding, ~~and~~advisory asbasis, ofa resolution approving the ~~date~~ ~~hereof,~~compensation nothat ~~post-closing~~may ~~employment~~be ~~arrangements~~paid ~~for~~or ~~members~~become ofpayable ~~IEA~~to ~~senior~~certain ~~management~~named ~~had~~executive ~~been~~officers ~~proposed~~of ~~by,~~the Company that is based on or ~~secured~~otherwise ~~with,~~relates ~~Parent.~~to the Merger:

Additional Information and Where To Find It

Votes For		Votes Against		Votes Abstaining
35,122,626		3,769,309		983,861

~~This~~3. ~~filing~~The ~~relates~~proposal to aapprove ~~proposed~~the ~~acquisition~~adjournment of ~~Infrastructure & Energy~~the ~~Alternatives, Inc.~~Special ~~(IEA)~~Meeting byto ~~MasTec, Inc.~~a ~~(MasTec).~~later Indate ~~connection~~or ~~with the proposed acquisition~~time, ~~MasTec~~if ~~and~~necessary ~~IEA~~or ~~have filed relevant materials with the Securities and Exchange Commission (SEC)~~appropriate, ~~including~~to asolicit ~~Registration~~additional ~~Statement~~proxies onin ~~Form S-4~~the ~~filed~~event ~~by MasTec~~ that ~~included~~there aare ~~definitive~~not ~~proxy~~sufficient ~~statement~~votes ofat ~~IEA and also constitute a prospectus with respect to~~ the ~~shares~~time of ~~common~~the ~~stock~~Special ofMeeting ~~MasTec~~ to beapprove ~~issued in~~ the ~~proposed~~Merger ~~transaction.~~Agreement ~~This~~Proposal ~~communication~~was isrendered ~~not~~moot ain ~~substitute~~light ~~for~~of ~~any prospectus, proxy statement or any other document that may be filed with~~ the ~~SEC~~approval inof ~~connection with~~ the ~~proposed~~Merger ~~business~~Agreement ~~combination~~Proposal.

~~INVESTORS~~Item ~~AND~~8.01. ~~SECURITY~~Other HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONEvents.

~~Investors~~On ~~and~~October 7, ~~security~~2022, ~~holders~~the ~~may~~Company ~~able~~delivered toa ~~obtain these~~notice ~~materials~~to ~~and other documents filed with~~ the holders ~~SEC free~~ of ~~charge at~~ the ~~SEC~~Company’s ~~website,~~outstanding ~~www.sec.gov.~~SPAC ~~Copies~~Warrants ofcontaining ~~documents~~an ~~filed with~~explanation of the ~~SEC~~adjustments byto ~~MasTec~~the ~~may~~exercise beprice ~~obtained free~~ of ~~charge~~the SPAC atWarrants ~~MasTec’s~~and ~~website~~other atinformation ~~MasTec~~related thereto.~~com.~~ ~~Copies~~The ofnotice ~~documents~~is ~~filed~~attached ~~with~~hereto ~~the~~as ~~SEC by~~Exhibit 99.1 ~~IEA~~and ~~may~~is beincorporated ~~obtained~~by reference ~~free of charge on IEA’s website at iea~~herein.~~net.~~

~~Participants~~Item in9.01 ~~the~~Financial ~~Solicitation~~Statements and Exhibits

IEA and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding these persons who may, under the rules(d) of the SEC, be considered participants in the solicitation of IEA stockholders in connection with the proposed transaction and their interests in the transaction are set forth in the proxy statement/prospectus described above filed with the SEC on September 8, 2022. To the extent the holdings of IEA securities by IEA directors and executive officers have changed since the amounts set forth in the Definitive Proxy Statement/Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on the Investor Relations page of the Company’s website located at iea.net.Exhibits

SIGNATURES

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of July 24, 2022, by and among Infrastructure and Energy Alternatives, Inc., MasTec, Inc. and Indigo Acquisition I Corp (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by IEA on July 25, 2022).

3.1	Amended and Restated Certificate of Incorporation of Infrastructure and Energy Alternatives, Inc.

3.2	Amended and Restarted Bylaws of Infrastructure and Energy Alternatives, Inc.

99.1	Notice to Holders of SPAC Warrants, dated as of October 7, 2022.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~INFRASTRUCTURE~~Pursuant ~~AND~~to ~~ENERGY~~the ~~ALTERNATIVES~~requirements of the Securities Exchange Act of 1934, as ~~INC.~~amended, ~~By:~~the ~~/s/~~registrant ~~Erin~~has J.duly ~~Roth~~caused ~~Name:~~this ~~Erin~~report J.to ~~Roth~~be ~~Title:~~signed ~~Executive~~on ~~VP,~~its ~~General~~behalf ~~Counsel~~by ~~and~~the ~~Corporate~~undersigned ~~Secretary~~hereunto duly authorized.

~~Date~~INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. By: ~~September 30~~/s/ Erin J. Roth Name: Erin J. Roth Title: Executive VP, ~~2022~~General Counsel and Corporate Secretary

Date: October 7, 2022

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