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): January 31, 2017
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.
On
January 31, 2017 (the “Effective Date”), Meridian Waste
Solutions, Inc., a New York corporation (the “Company”)
entered into an exclusivity letter (the “Exclusivity
Letter”) with Waste Services Industries, LLC, Delaware
limited liability company (“WSI”), in connection with
preliminary discussions between the parties relating to a potential
transaction (a “Potential Transaction”) that would
involve the purchase by the Company of certain portfolio companies
owned by WSI (the “Target Companies” and each a
“Target Company”).
As
consideration for an exclusivity period beginning on the Effective
Date and ending on March 21, 2017 (the “Exclusivity
period”), during which the Company will have the exclusive
opportunity to negotiate the terms of a Potential Transaction,
arrange for necessary financing, complete its due diligence review
and prepare definitive agreements and other definitive
documentation relating thereto, the Company delivered to WSI a cash
payment in the amount of $1,500,000 (the “Exclusivity
Payment”) on the Effective Date, in exchange for which WSI
agreed that neither it, nor any of the Target Companies, or any of
their respective affiliates, shareholders, members, partners,
officers, directors, managers, employees, agents or
representatives, will, directly or indirectly, pursue, solicit,
encourage or participate in negotiations, furnish information or
enter into any agreement or commitments regarding any transaction
involving the Target Companies by any potential purchaser or
investor other than the Company, or any merger, sale or other
transaction resulting in the purchase, transfer, assignment or
other conveyance of all or substantially all of the assets or
membership interests of any or all of the Target Companies during
the Exclusivity Period.
The
Exclusivity Payment will be refundable in full to the Company in
the event that (1) (a) WSI does not negotiate with the Company in
good faith, or (b) WSI does not enter into a mutually satisfactory
definitive purchase agreement with the Company (the
“Definitive Agreement”) within the Exclusivity Period
or (c) WSI does not consummate a Potential Transaction pursuant to
and in accordance with the Definitive Agreement and the Company
stands in good faith ready, willing and able to do so; or (2) WSI
or any of the Target Companies, or any of their respective
affiliates, shareholders, members, partners, officers, directors,
managers, employees, agents or representatives does not comply with
the exclusivity terms set forth in Exclusivity Letter or commits
any other breach thereof. Except as set forth above, the
Exclusivity Payment is non-refundable and, if a Definitive
Agreement is entered into, will be credited against any purchase
price payable by the Company.
The
Exclusivity Letter does not obligate the Company to enter into the
Definitive Agreement or to consummate any Potential Transaction
with WSI or any of the Target Companies. The Company has no
obligation to consummate any Potential Transaction unless and until
a Definitive Agreement is executed and delivered. Accordingly, the
Company may terminate discussions with WSI regarding a Potential
Transaction at any time and for any reason with no liability to
WSI, other than with respect to the Exclusivity Payment, unless
refundable to the Company under the Exclusivity Letter. In
addition, because the execution of a Definitive Agreement is
subject to satisfactory completion of the Company’s due
diligence investigation, and because the consummation of any
Potential Transaction is subject to satisfaction of a number of
other conditions that will be set forth in a Definitive Agreement,
there can be no assurance that any Definitive Agreement will be
entered into with WSI or any of the Target Companies, or, in the
event that a Definitive Agreement is entered into, that any
Potential Transaction with WSI or any of the Target Companies will
ultimately be consummated.
The
Exclusivity Letter includes maximum amounts of cash and equity,
which may be reduced as is necessary to reflect the Target
Companies’ liabilities, pro-rations or other adjustments
agreed upon in the course of negotiations and due diligence
review.
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: February 6, 2017 |
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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