Attached files
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| EX-4.1 - WAIVER AND CONSENT LETTER - Attis Industries Inc. | mrdn_ex41.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 9, 2016
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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New York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices)
(678) 871-7457
(Registrant’s
telephone number, including area 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))
Item 1.01 Entry into a Material Definitive Agreement.
Waiver and Consent Letter
Effective December 9, 2016, Meridian Waste Solutions, Inc. (the
“Company”),
Here to Serve - Missouri Waste Division, LLC
(“Missouri
Waste”), Here to Serve -
Georgia Waste Division, LLC (“Georgia
Waste”), Brooklyn
Cheesecake & Dessert Acquisition Corp.
(“BCDA”),
Meridian Land Company, LLC (“Meridian
Land”), Christian
Disposal, LLC (“Christian
Disposal”), and FWCD, LLC
(“FWCD”
and together with the Company, BCDA, Missouri Waste, Georgia Waste,
Meridian Land, and Christian Disposal, the
“Companies”),
and certain subsidiaries of the Company, the Lenders from time to
time party thereto and Goldman Sachs Specialty Lending Group, L.P.,
as administrative agent for Lenders, Collateral Agent, and Lead
Arranger executed and delivered that certain Waiver and Consent
Letter (the “Waiver
Letter”) to provide its
waiver of and consent to certain terms and conditions of that
certain Credit and Guaranty Agreement, dated as of December 22,
2015, as amended, by and among the parties to the Waiver Letter
(the “Credit
Agreement”).
Pursuant to the
Waiver Letter, the Administrative Agent and Lenders waived the
required mandatory prepayment of the Loans under Section 2.13(c) of
the Credit Agreement with respect to any cash proceeds received in
connection with the issuance, on or prior to December 31, 2016, of
common stock of the Company offered pursuant to a Qualified
Offering (as defined in the Warrant Cancellation Agreement, as
defined below) pursuant to that certain Registration Statement on
Form S-1 filed with the Securities and Exchange Commission (the
“Commission”) on September
9, 2016, as amended. Also pursuant to the letter, the
Administrative Agent and Lenders consented to the payment in full
of that certain convertible promissory note in the principal amount
of $1,250,000 issued by the Company on December 22, 2015, on or
prior to December 31, 2016, with cash proceeds received in
connection with the Qualified Offering. Additionally, the
Administrative Agent and Lenders have consented to the cancellation
of that certain Amended and Restated Common Stock Purchase Warrant
dated as of July 19, 2016 (the “Amended and Restated
Warrant”), upon the effectiveness of the Warrant Cancellation
Agreement and subject to the terms and conditions thereof. Finally,
pursuant to the Waiver Letter the Company has agreed that it will
not issue any additional shares of Series C Preferred Stock,
without the prior written consent of the Administrative Agent and
requisite Lenders.
The above description of the Waiver Letter does not purport to be
complete, and is qualified in its entirety by reference to the full
text of the Waiver Letter, which is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.
Warrant Cancellation and Stock Issuance Agreement
The
Company entered into that certain Warrant Cancellation and Stock
Issuance Agreement (the “Warrant Cancellation
Agreement”), dated as of December 9, 2016, with
Goldman, Sachs & Co. (“GS”). Pursuant to the
Warrant Cancellation Agreement, upon the closing of a
“Qualified Offering” as defined in the Warrant
Cancellation Agreement, the Amended and Restated Warrant will be
cancelled and the Company will issue to GS restricted shares of
common stock in the amount equal to a 6.5% ownership interest in
the Company calculated on a fully-diluted basis, which includes the
shares of common stock issued pursuant to this offering, but
excludes all warrants issued pursuant to such Qualified Offering
and all shares underlying such warrants, pursuant to the terms and
conditions of the Warrant Cancellation Agreement. Pursuant to the
Warrant Cancellation Agreement, GS entered into a lock-up
agreement, prohibiting the offer for sale, issue, sale, contract
for sale, pledge or other disposition of any of the Company’s
common stock or securities convertible into common stock for a
period of 180 days after the date of the Qualified Offering, and no
registration statement for any of our common stock owned by GS can
be filed during such lock-up period. In connection with the Warrant
Cancellation Agreement, the Company and GS intend to enter into a
Registration Rights Agreement, pursuant to which GS will be granted
certain registration rights with respect to the shares to be issued
pursuant to the Warrant Cancellation Agreement, with such
registration rights intended to be substantially similar to those
provided in the Amended and Restated Warrant, provided that such
registration rights will not be exercisable and will not permit the
filing of any registration statement during the lock-up period to
which GS is subject. In the event the Company’s public
offering does not close prior to December 31, 2016 or does not
result in proceeds to the Company sufficient to satisfy the
definition of Qualified Offering, the Warrant Cancellation
Agreement will not become effective and the Amended and Restated
Warrant would remain in full force and effect.
The above description of the Warrant Cancellation Agreement does
not purport to be complete, and is qualified in its entirety by
reference to the full text of the Warrant Cancellation Agreement,
which is attached as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
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Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
The
securities underlying the Amended and Restated Warrant and the
securities to be issued pursuant to the Warrant Cancellation
Agreement were not registered under the Securities Act of 1933, as
amended (the “Securities Act”), but qualified for
exemption under Section 4(a)(2) of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a “public offering,” as defined
in Section 4(a)(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction, size of the
offering, manner of the offering and number of securities offered.
The Company did not undertake an offering in which it sold a high
number of securities to a high number of investors. In addition,
these shareholders had the necessary investment intent as required
by Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that such
securities are restricted pursuant to Rule 144 of the Securities
Act. This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be part
of a “public offering.” Based on an analysis of the
above factors, the Company has met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security
Holders
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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4.1
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Waiver
and Consent Letter, dated as of December 9, 2016, entered into by
and among Here to Serve – Missouri Waste Division, LLC, Here
to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake
& Desserts Acquisition Corp., Meridian Land Company, LLC,
Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions,
Inc. (the “Company”) and certain subsidiaries of the
Company, as Guarantors, the Lenders party hereto from time to time
and Goldman Sachs Specialty Lending Group, L.P., as Administrative
Agent, Collateral Agent, and Lead Arranger*
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10.1
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Warrant
Cancellation and Stock Issuance Agreement (incorporated by
reference to Exhibit 4.24 of the Meridian Waste Solutions, Inc.
Amendment No. 3 to registration statement on Form S-1 filed with
the Commission on December 12, 2016)
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*filed
herewith
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SIGNATURE
Pursuant
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.
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MERIDIAN
WASTE SOLUTIONS, INC.
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| Date: December 15, 2016 |
By:
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/s/
Jeffrey Cosman
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Name: Jeffrey Cosman |
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Title: Chief
Executive Officer
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