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

 

Exhibit No.   Description
     
4.1   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 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 15, 2017)
     
4.2   First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of April 28, 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 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 6, 2017)
     
4.3   Extension Letter, dated May 31, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 6, 2017)
     
4.4*   Extension Letter, dated June 19, 2017

  

* Filed herewith

 

  2  
 

 

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)