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)
 
New York
 
001-13984
 
13-3832215
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification No.)
 
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.
 
 
2
 
 
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
 
 
Exhibit No.
 
Description
 
 
 
4.1
 
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*
 
 
 
10.1
 
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)
 
 * filed herewith
 
 
3
 

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: December 15, 2016
By:  
/s/  Jeffrey Cosman
 
 
 
Name: Jeffrey Cosman
 
 
 
Title: Chief Executive Officer  
 
 
 
 
 
 
 
 
 
 
 
 
 
4
  Exhibit 4.1
 
GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.
6011 Connection Drive
Irving, Texas 75039
 
 
December 9, 2016
 
Meridian Waste Solutions, Inc.
12540 Broadwell Road
Suite 1203
Milton, GA 30004
Attention: Jeff Cosman
 
Waiver and Consent Letter
Ladies and Gentlemen:
We refer to that certain Credit and Guaranty Agreement, dated as of December 22, 2015, by and among HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ HTS MWD ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ HTS GWD ”), BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP., a New York corporation (“ BCDA ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ MLC ”), CHRISTIAN DISPOSAL, LLC, a Missouri limited liability company (“ Christian Disposal ”), and FWCD, LLC, a Missouri limited liability company (“ FWCD ” and together with HTS MWD, HTS GWD, BCDA, MLC, and Christian Disposal, the “ Companies ” and each, a “ Company ”), MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“ Holdings ”) and certain subsidiaries of Holdings, the Lenders from time to time party thereto and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), Collateral Agent and Lead Arranger, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of March 9, 2016 (the “ First Amendment ”), by that certain Second Amendment to Credit and Guaranty Agreement, dated as of July 19, 2016 (the “ Second Amendment ”), by that certain Waiver and Amendment Letter, dated August 16, 2016 (the “ Third Amendment ”), by that certain Fourth Amendment to Credit and Guaranty Agreement, dated as of November 11, 2016 (the “ Fourth Amendment ”), and as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms defined in the Credit Agreement are used herein as defined therein.
Waiver
At your request, the Administrative Agent and Lenders hereby waive 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 Holdings offered pursuant to a Qualified Offering (as defined in that certain Warrant Cancellation and Stock Issuance Agreement, dated as of December 9, 2016, by and between Holdings and Goldman, Sachs & Co. (the “ Warrant Cancellation ”)) under that certain Form S-1 Registration Statement filed with the Securities and Exchange Commission on September 9, 2016 (as amended by that certain Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on November 18, 2016 and that certain Amendment No. 2 to Form S-1, filed with the Securities and Exchange Commission on December 5, 2016).
 
 
Consents
At your request and notwithstanding the provisions of Sections 6.5 and 6.20 of the Credit Agreement, the Administrative Agent and Lenders consent to the payment in full of the Drury Note, on or prior to December 31, 2016, with Cash proceeds received in connection with the Qualified Offering (as defined in the Warrant Cancellation).
At your request and notwithstanding any provision of the Credit Agreement or other Credit Documents to the contrary, upon satisfaction of the conditions to effectiveness in Section 1 of the Warrant Cancellation, the Administrative Agent and Lenders consent to the cancellation of the Warrants on the terms and conditions set forth in the Warrant Cancellation.
Nothing herein, nor any communications among Administrative Agent, any Lender or any Credit Party shall be deemed a waiver with respect to any Events of Default, or any waiver of a future failure of any Credit Party to comply fully with any provision of the Credit Agreement or any provision of any other Credit Document (including, but not limited to, any possible future Event of Default of which the Administrative Agent or any Lender may have been advised). Without limiting the generality of the foregoing, notwithstanding the terms of the Second Amendment or that certain Waiver and Consent Letter, dated as of September 9, 2016, by the Administrative Agent to Holdings and the Companies, from and after the date hereof, no additional issuances of Series C Preferred Stock of Holdings (or any other Capital Stock of Holdings other than common shares of Capital Stock) shall be permitted without the prior written consent of the Administrative Agent and Requisite Lenders.
Except as expressly provided herein, the Credit Agreement shall continue in full force and effect, and the waiver and consent set forth above are limited solely to the matters stated above and shall not be deemed to be a waiver or amendment of, or consent to departure from, any other provision of the Credit Agreement. Without limiting the foregoing, except as expressly provided herein, 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 amendment letter is a Credit Document. This waiver letter shall be governed by, and construed in accordance with the internal laws of the State of New York. Delivery of an executed signature page of this letter by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
[remainder of page intentionally left blank]
 
 
 

 
 
Very truly yours,
 
GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.,
as Administrative Agent, Lead Arranger and Collateral Agent
 
By: /s/ Stephen W. Hipp                                                                  
      Name: Stephen W. Hipp
       Title: Senior Vice President
 
 
 
GOLDMAN SACHS SPECIALTY LENDING HOLDINGS, INC.,
as a Lender
 
 
By: /s/ Stephen W. Hipp                                                                  
       Name: Stephen W. Hipp
       Title: Senior Vice President
 
 
 
 
 
 
ACKNOWLEDGED AND AGREED:
 
HERE TO SERVE – MISSOURI WASTE DIVISION, LLC
 
 
By: /s/ Jeffrey Cosman                                        
       Name: Jeffrey Cosman
       Title: Manager
 
MERIDIAN WASTE SOLUTIONS, INC., as Holdings
 
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
 
BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP.
 
 
By: /s/ Jeffrey Cosman                                        
       Name: Jeffrey Cosman
       Title: President
 
MERIDIAN LAND COMPANY, LLC
 
 
By: /s/ Jeffrey Cosman                                        
       Name: Jeffrey Cosman
       Title: President
 
CHRISTIAN DISPOSAL, LLC
 
 
By: /s/ Jeffrey Cosman                                        
       Name: Jeffrey Cosman
       Title: President
 
FWCD, LLC
 
By: /s/ Jeffrey Cosman                                        
       Name: Jeffrey Cosman
       Title: President