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): June 19, 2017
MERIDIAN WASTE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
New York | 001-13984 | 13-3832215 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
One Glenlake Parkway NE Suite 900
Atlanta, GA 30328
(Address of principal executive offices)
(770) 691-6350
(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))
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 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, effective February 15, 2017, (the “ Restatement Date ”), Meridian Waste Solutions, Inc. (the “ Company ”) closed an Amended and Restated Credit and Guaranty Agreement (as amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated April 28, 2017, 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 the Company, 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 previously reported, the Company, together with all other parties to the Credit Agreement, entered into an Extension Letter (the “ May Extension Letter ”) dated May 31, 2017.
On June 19, 2017, the Company, together with all other parties to the Credit Agreement, entered into a new Extension Letter (the “ June Extension Letter ”) effective as of June 9, 2017. Pursuant to the June Extension Letter, the Lenders and Goldman Sachs Specialty Lending Group, L.P., as administrative agent agreed to amend portions of the Credit Agreement as follows: (i) each reference to “May 31, 2017” found in paragraphs 1 and 2 of Section C of the Credit Agreement is changed to “June 30, 2017;” (ii) the Event of Default that has occurred and is occurring under Section 8.1(c) of the Credit Agreement due to the failure to deliver financial statements for the month ending April 30, 2017 is waived and the date for delivery of financial statements required under Section 5.1(a) is extended from April 30, 2017 to June 30, 2017; (iii) the Event of Default that has occurred under Section 8.1(c) of the Credit Agreement due to the failure of Holdings to maintain a Consolidated Liquidity of at least $1,000,000 as of any date on or prior to March 31, 2017 is waived; (iv) the May 31, 2017 date for delivery of financial statements under Section 5.1(a) of the Credit Agreement is changed to June 30, 2017; and (v) the definition of “Consolidated Total Debt” found in Section 1.1 of the Credit Agreement is amended to mean “the aggregate amount of all Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis; provided, that Indebtedness with respect to leases of the Material Real Estate Assets acquired in the WSI Acquisition, to the extent those leases are classified as Capital Leases under GAAP, shall be excluded in the calculation of Consolidated Total Debt.” All other terms and conditions of the Credit Agreement remain in full force and effect.
The above description of the June Extension Letter does not purport to be complete, and is qualified in its entirety by reference to the full text of the June Extension Letter, which is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* 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.
MERIDIAN WASTE SOLUTIONS, INC. | ||
Date: June 23, 2017 | By: | /s/ Jeffrey Cosman |
Name | Jeffrey Cosman | |
Title: | Chief Executive Officer |
3 |
Exhibit 4.4
GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.
6011 Connection Drive
Irving, Texas 75039
June 19, 2017
Meridian Waste Solutions, Inc.
Here to Serve – Missouri Waste Division, LLC
Here to Serve – Georgia Waste Division, LLC
Meridian Land Company, LLC
Meridian Waste Operations, Inc.
Christian Disposal, LLC
FWCD, LLC
The CFS Group, LLC
The CFS Group Disposal & Recycling, LLC
RWG5, LLC
Meridian Waste Missouri, LLC
Meridian Innovations, LLC
12540 Broadwell Road
Suite 1203
Milton, GA 30004
Attention: Jeff Cosman
Extension Letter
Ladies and Gentlemen:
We refer to that certain Amended and Restated Credit and Guaranty Agreement, dated as of February 15, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Meridian Waste Solutions, Inc., the other Credit Parties party thereto, the lenders from time to time party thereto and Goldman Sachs Specialty Lending Group, L.P., as administrative agent (in such capacity, “ Administrative Agent ”). Capitalized terms defined in the Credit Agreement are used herein as defined therein.
Extension and Waiver
As of June 9, 2017, at your request, the Administrative Agent and Lenders hereby:
(1) | agree that each reference to “May 31, 2017” set forth in paragraphs 1 and 2 of Section C of that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of April 28, 2017, by and among the Administrative Agent, Holdings and the Companies, shall be changed from “May 31, 2017” to “June 30, 2017”; | |
(2) | waive the Event of Default that has occurred and is continuing under Section 8.1(c) of the Credit Agreement due to the failure to deliver financial statements for the month ending April 30, 2017 on or prior to the date required under Section 5.1(a) of the Credit Agreement, and extend the date for the delivery of financial statements for the month ending April 30, 2017 to June 30, 2017 (or to such later date as agreed to in writing (including by email) by the Administrative Agent in its sole discretion); |
(3) | agree that, for the avoidance of doubt, the date for delivery of financial statements under Section 5.1(a) of the Credit Agreement for the month ending May 31, 2017 is June 30, 2017 (or to such later date as agreed to in writing (including by email) by the Administrative Agent in its sole discretion); and | |
(4) | waive the Event of Default that has occurred and is continuing under Section 8.1(c) of the Credit Agreement due to the failure of Holdings to maintain a Consolidated Liquidity of at least $1,000,000 as of any date on or prior to March 31, 2017, as required by Section 6.8(f) of the Credit Agreement. |
Amendment
At your request, in accordance with Section 10.5 of the Credit Agreement, the Administrative Agent and Lenders agree that Section 1.1 of the Credit Agreement is hereby amended by replacing the definition of “Consolidated Total Debt” in its entirety with the following:
“ Consolidated Total Debt ” means, as at any date of determination, the aggregate amount of all Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis; provided, that Indebtedness with respect to leases of the Material Real Estate Assets acquired in the WSI Acquisition, to the extent those leases are classified as Capital Leases under GAAP, shall be excluded in the calculation of Consolidated Total Debt.
Except as expressly provided herein, the Credit Agreement and the other Credit Documents shall continue in full force and effect, this extension letter shall not be deemed to be a waiver or amendment of, or a consent to departure from, any other provision of the Credit Agreement or any other Credit Document. Without limiting the foregoing, the Administrative Agent and Lenders expressly reserve all of their rights, powers, privileges and remedies under the Credit Agreement, the other Credit Documents and applicable law. This letter is a Credit Document. This letter agreement shall be governed by, and construed in accordance with the internal laws of the State of New York. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts; each counterpart so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same instrument.
[remainder of page intentionally left blank]
Very truly yours, | ||
GOLDMAN
SACHS SPECIALTY LENDING GROUP, L.P.,
as Administrative Agent |
||
By: | /s/ Justin Betzen | |
Name: Justin Betzen | ||
Title: Authorized Signatory | ||
GOLDMAN
SACHS SPECIALTY LENDING HOLDINGS, INC.,
as Lender |
||
By: | /s/ Justin Betzen | |
Name: Justin BetzenName: | ||
Title: Authorized SignatoryTitle: |
Extension Letter (June 2017)
Acknowledged and agreed:
HERE TO SERVE – MISSOURI WASTE DIVISION, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
MERIDIAN WASTE SOLUTIONS, INC.
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Chief Executive Officer |
HERE TO SERVE – GEORGIA WASTE DIVISION, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
MERIDIAN WASTE OPERATIONS, INC..
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | President |
MERIDIAN LAND COMPANY, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
CHRISTIAN DISPOSAL, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
FWCD, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
Extension Letter (June 2017)
THE CFS GROUP, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
THE CFS GROUP DISPOSAL & RECYCLING SERVICES, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
RWG5, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeff S Cosman | |
Title: | Manager |
MERIDIAN WASTE MISSOURI, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
MERIDIAN INNOVATIONS, LLC
By: | /s/ Jeffrey Cosman | |
Name: | Jeffrey Cosman | |
Title: | Manager |
Extension Letter (June 2017)