Attached files
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): February 15, 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
February 15, 2017 (the “Restatement Date”),
Meridian Waste Solutions, Inc. (the “Company”) closed an
Amended and Restated Credit and Guaranty Agreement (the
“Credit
Agreement”) by and among the Company, Meridian Waste
Operations, Inc. (“Operations”), Here to
Serve - Missouri Waste Division, LLC (“Missouri Waste”), Here to
Serve - Georgia Waste Division, LLC (“Georgia Waste”), Meridian
Land Company, LLC (“Meridian Land”),
Christian Disposal, LLC (“Christian Disposal”),
FWCD, LLC (“FWCD”), The CFS Group,
LLC (“CFS”), The CFS Disposal
& Recycling Services, LLC (“CFS Disposal”), RWG5, LLC
(“RWG5”), Meridian Waste
Missouri, LLC (“Meridian Missouri”), and
Meridian Innovations, LLC (“Innovations” and together
with Operations, Missouri Waste, Georgia Waste, Meridian Land,
Christian Disposal, FWCD, CFS, CFS Disposal, RWG5, and Meridian
Missouri, the “Companies”), and certain
subsidiaries of the Company, as Guarantors, the Lenders party
thereto from time to time and Goldman Sachs Specialty Lending
Group, L.P., as Administrative Agent, Collateral Agent, and Lead
Arranger. The Credit Agreement amended and restated the Credit and
Guaranty Agreement entered into as of December 22, 2015 (the
“Closing
Date”) by and among the Company, certain of the
Companies, and certain subsidiaries of the Company, as Guarantors,
the Lenders party thereto from time to time and Goldman Sachs
Specialty Lending Group, L.P., as Administrative Agent, Collateral
Agent, and Lead Arranger (as amended prior to the Restatement Date,
the “Prior Credit
Agreement”).
Pursuant
to the Credit Agreement, the Lenders thereunder have agreed to
extend certain credit facilities to the Companies, in an aggregate
amount not to exceed $89,100,000, consisting of $65,500,000
aggregate principal amount of Tranche A Term Loans (the
“Tranche A Term
Loans”), $8,600,000 aggregate principal amount of
Tranche B Term Loans (the “Tranche B Term Loans”),
$10,000,000 aggregate principal amount of MDTL Term Loans (the
“MDTL Term
Loans”), and up to $5,000,000 aggregate principal
amount of Revolving Commitments (the “Revolving Commitments”,
the Revolving Commitments together with the Tranche A Term Loans,
Tranche B Term Loans and the MDTL Term Loans, the
“Loans”). The principal
amount of the Tranche A Term Loans in the Credit Agreement is
$25,500,000 greater than the principal amount provided in the Prior
Credit Agreement; the Tranche B Term Loans were not contemplated in
the Prior Credit Agreement; and the principal amount of the MDTL
Term Loans and Revolving Credit Agreements in the Credit Agreement
are the same as provided in the Prior Credit Agreement. The
proceeds of the Tranche A Term Loans made on the Closing Date were
used to pay a portion of the purchase price for the acquisitions
made in connection with the closing of the Prior Credit Agreement,
to refinance existing indebtedness, to fund consolidated capital
expenditures, and for other purposes permitted under Section 2.5 of
the Prior Credit Agreement. The proceeds of the Tranche A Term
Loans and Tranche B Term Loans made on the Restatement Date shall
be applied by Companies to (i) partially fund the Restatement Date
Acquisition (as defined below), (ii) refinance existing
indebtedness of the Companies, (iii) pay fees and expenses in
connection with the transactions contemplated by the Credit
Agreement, and (iv) for working capital and other general corporate
purposes. The “Restatement Date
Acquisition” means the acquisition of all membership
interests of CFS, CFS Disposal and RWG5, as contemplated in the
Purchase Agreement (defined below). The proceeds of the Revolving
Loans will be used for working capital and general corporate
purposes. The proceeds of the MDTL Term Loans may be used for
Permitted Acquisitions (as defined in the Credit Agreement). The
Loans are evidenced, respectively, by that certain Tranche A Term
Loan Note, Tranche B Term Loan Note, MDTL Note and Revolving Loan
Note, all issued on February 15, 2017 (collectively, the
“Notes”). Payment
obligations under the Loans are subject to certain prepayment
premiums, in addition to acceleration upon the occurrence of events
of default under the Credit Agreement.
The
amounts borrowed pursuant to the Loans are secured by a first
position security interest in substantially all of the
Company’s and the Companies’ assets in favor of Agent,
in accordance with that certain Amended and Restated Pledge and
Security Agreement dated as of February 15, 2017 (the
“Pledge and Security
Agreement”).
On
February 15, 2017, the Company consummated the closing of the
Membership Interest Purchase Agreement (the “Purchase Agreement”) by
and between the Company and Waste Services Industries, LLC
("Seller"),
pursuant to which the Company purchased from Seller 100% of the
membership interests of CFS, CFS Disposal and RWG5 in exchange for
the following: (i) $40,000,000 in cash and assumption of certain
capital leases, subject to a working capital adjustment in
accordance with Section 2.6 of the Purchase Agreement and (ii)
500,000 shares of the Company’s common stock. The Purchase
Agreement contains typical representations, warranties and
covenants.
The
above descriptions of the Credit Agreement, Notes, Pledge and
Security Agreement and Purchase Agreement do not purport to be
complete and are qualified in their entirety by the full text of
the applicable document itself, each of which is included as an
exhibit to this Current Report on Form 8-K and is incorporated by
reference.
In connection with the closing of the Credit Agreement and the
Purchase Agreement, the Company has paid fees in the aggregate
amount of approximately $629,044.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The information set forth in Item 1.01 is incorporated by
reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information regarding the Credit Agreement provided above under
Item 1.01 is incorporated into this Item 2.03 by
reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information described in Item 1.01 regarding the private
placement of our common stock is incorporated by reference into
this Item 3.02.
The
securities underlying issued pursuant to the Purchase Agreement
were not registered under the Securities Act of 1933, as amended
(the “Securities Act”). These securities qualified for
exemption under Section 4(a)(2) of the Securities Act since the
issuance of securities by us did not involve a public offering. The
offering was not a “public offering” as defined in
Section 4(a)(2) due to the insubstantial number of persons involved
in the deal, size of the offering, manner of the offering and
number of securities offered. We did not undertake an offering in
which we 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 as they agreed to and received 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, we have met the requirements
to qualify for exemption under Section 4(a)(2) of the Securities
Act.
(d)
Exhibits
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Exhibit No.
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Description
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4.1*
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Amended
and Restated Credit and Guaranty Agreement, dated as of February
15, 2017, among Here to Serve – Missouri Waste Division, LLC,
Here to Serve – Georgia Waste Division, LLC, Meridian Waste
Operations, Inc., Meridian Land Company, LLC, Christian Disposal,
LLC, FWCD, LLC, The CFS Group, LLC, The CFS Group Disposal and
Recycling Services, LLC, RWG5, LLC, Meridian Waste Missouri, LLC,
and Meridian Innovations, LLC, as Companies, Meridian Waste
Solutions, Inc., as Holdings, the Lenders party thereto from time
to time and Goldman Sachs Specialty Lending Group, L.P., as
Administrative Agent, Collateral Agent, and Lead
Arranger
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4.2*
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Amended and Restated Tranche A Term Loan Note, issued in
favor of Goldman Sachs Specialty Lending Holdings, Inc., in the
principal amount of $65,500,000, dated February 15,
2017
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4.3*
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Tranche B Term Loan Note, issued in favor of Goldman Sachs
Specialty Lending Holdings, Inc., in the principal amount of
$8,600,000, dated February 15, 2017
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4.4*
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Amended and Restated MDTL Note, issued in favor of Goldman
Sachs Specialty Lending Holdings, Inc., in the principal amount of
$10,000,000, dated February 15, 2017
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4.5*
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Amended and Restated Revolving Loan Note, issued in favor of
Goldman Sachs Specialty Lending Holdings, Inc., in the principal
amount of $5,000,000, dated February 15, 2017
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4.6*
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Amended and Restated Pledge and Security Agreement between
the grantors party thereto and Goldman Sachs Specialty Lending
Group, L.P., dated February 15, 2017
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10.1*
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Membership
Interest Purchase Agreement made and entered into as of February
15, 2017, by and between Meridian Waste Solutions, Inc. and the
Waste Services Industries, LLC
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*filed herewith
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 15, 2017
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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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