AGREEMENT AND PLAN OF MERGER Dated as of March 13, 2020, Among CINCINNATI BELL INC., RED FIBER PARENT LLC and RF MERGER SUB INC.Agreement and Plan of Merger • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 13, 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
Limited GuaranteeLimited Guarantee • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Delaware
This Limited Guarantee, dated as of March 5, 2020 (this “Limited Guarantee”), by Ares Special Situations Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used in this
JOINT FILING AGREEMENTJoint Filing Agreement • June 17th, 2022 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of California Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 15th, 2019 • Ares Management LLC • Services-home health care services • Delaware
AMENDED AND RESTATED WARRANT AGREEMENT, dated as March 14, 2019, among BioScrip, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and the holders undersigned hereto (collectively and together with each of their respective successors and assigns, the “Holders”). Capitalized terms shall have the meaning specified in Section 5.1 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • July 28th, 2021 • Ares Management LLC • Blank checks
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Infrastructure and Energy Alternatives, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • April 23rd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments to the Schedule 13D) with respect to the common shares, par value $0.01 per share, of Cincinnati Bell Inc., an Ohio corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • August 29th, 2016 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.10 par value, of Clayton Williams Energy, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 2022 • Ares Management LLC • Services-advertising
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Clear Channel Outdoor Holdings, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • April 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments to the Schedule 13D) with respect to the common shares, par value $0.01 per share, of Cincinnati Bell Inc., an Ohio corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2024 • Ares Management LLC
The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2020 • Ares Management LLC • Real estate investment trusts
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Outfront Media Inc., a Maryland corporation, and that this agreement may be included as an exhibit to such joint filing.
Limited GuaranteeLimited Guarantee • March 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
This Limited Guarantee, dated as of February 27March 2, 2020 (this “Limited Guarantee”), by ASOF Holdings I, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of February 27March 2, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), RFRed Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2021 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of California Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2019 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Halcon Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
PORTFOLIO COMPANY REMUNERATION AGREEMENTPortfolio Company Remuneration Agreement • July 27th, 2020 • Ares Management LLC • Blank checks • Delaware
This Portfolio Company Agreement (the “Agreement”) is dated as of March 10, 2020 by and among Ares Management LLC (the “Management Company”) and Matthew Underwood (the “Agent”).
STOCKHOLDERS’ AGREEMENT OF INFRASTRUCTURE & ENERGY ALTERNATIVES, INC. Dated as of August [●], 2021Stockholders’ Agreement • July 28th, 2021 • Ares Management LLC • Blank checks • Delaware
This Stockholders’ Agreement, dated as of August [●], 2021 (as it may be amended from time to time, this “Agreement”), is made by and among Infrastructure & Energy Alternatives, Inc., a Delaware corporation (the “Company”) and each of the Persons named on Schedule I (collectively, “Ares” or the “Ares Parties”, and each an “Ares Party”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 12th, 2023 • Ares Management LLC
The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • November 18th, 2019 • Ares Management LLC • Blank checks
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Infrastructure and Energy Alternatives, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
Ares Special Situations Fund IV, L.P.Ares Management LLC • March 2nd, 2020 • Telephone communications (no radiotelephone)
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2021 • Ares Management LLC • Oil & gas field services, nec
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2017 • Ares Management LLC • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2017, by and between Halcón Resources Corporation, a Delaware corporation (the “Company”), on the one hand, and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the “Investors”), on the other hand.
ASOF Holdings I, L.P.Ares Management LLC • March 2nd, 2020 • Telephone communications (no radiotelephone)
JOINT FILING AGREEMENTJoint Filing Agreement • July 26th, 2022 • Ares Management LLC • Blank checks
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Infrastructure and Energy Alternatives, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • September 23rd, 2021 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of California Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • October 11th, 2022 • Ares Management LLC • Blank checks
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Infrastructure and Energy Alternatives, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • February 25th, 2019 • Ares Management LLC • Services-home health care services
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of BioScrip, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • April 5th, 2019 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Halcon Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2012 • Ares Management LLC • Hotels & motels
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Filing Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Tropicana Entertainment Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2024 • Ares Management LLC • Plastics products, nec
The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • March 15th, 2019 • Ares Management LLC • Services-home health care services
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of BioScrip, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
ContractAres Management LLC • March 6th, 2020 • Telephone communications (no radiotelephone)
following the final day of the Marketing Period, subject to, in each case, the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) or (ii) such other time and date as shall be agreed to in writing between the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2016 • Ares Management LLC • Retail-grocery stores
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such terms are defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Smart & Final Stores, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
FIFTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • Ares Management LLC • Blank checks • Delaware
This Fifth Amendment (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated February 3, 2021, is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the “Company”), Infrastructure and Energy Alternatives, LLC (the “Seller”), in its capacity as holder of a majority of the Registrable Securities (as defined in the Registration Rights Agreement), OT POF IEA Preferred B Aggregator L.P., as an additional Holder and Ares Special Situations Fund IV, L.P., as an additional Holder, and ASOF Holdings I, L.P., as an additional Holder (such additional Holders collectively, “Ares”), and amends, in accordance with Section 3.2 thereof, the Amended and Restated Registration Rights Agreement, dated March 26, 2018, as amended by the First Amendment thereto, dated June 6, 2018, the Second Amendment thereto, dated May 20, 2019, the Third Amendment thereto, dated August 30, 2019 and the Fourth Amendment
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2020 • Ares Management LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of California Resources Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • August 1st, 2022 • Ares Management LLC • Gas & other services combined
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
