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):

~~October~~December 1421, 2015

HII TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-30291	03-0453686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8588 Katy Freeway, Suite 430, Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(713) 821-3157

~~______________________________________________~~(Former name or former address, if changed since last report.)

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 (see General Instruction A.2.below):

[ ] 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))

~~Section~~Item 21.01. –Entry ~~Financial~~into ~~Information~~a Material Definitive Agreement

See Item 2.0301 ~~Creation~~below offor a ~~Direct~~discussion ~~Financial~~of ~~Obligation~~the Purchase Agreement, the Lease Agreements and the Assignment and Assumption of Sales Agreement described therein.

AsItem ~~previously reported, on September 18, 2015 (the “Petition Date’), HII Technologies, Inc~~2.01 ~~(the~~Completion ~~“Company”) and each~~ of ~~its~~Acquisition ~~wholly-owned~~or ~~subsidiaries,~~Disposition ~~Apache Energy Services, LLC, Aqua Handling~~ of ~~Texas, LLC, Hamilton Investment Group, Inc~~Assets. and Sage Power Solutions, Inc. (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) for reorganization under Chapter 11 of Title 111 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas Victoria Division (the “Court”). The Debtors are continuing in possession of their properties and are managing their businesses, as debtors in possession, in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Chapter 11 Cases are being jointly administered by the Court under In re HII Technologies, et al. (Case No. 15-60070).

As previously ~~disclosed~~reported, ~~in a Current Report~~ on ~~Form~~September ~~8-K~~18, ~~filed~~2015 on(the ~~August~~“Petition 15Date’), ~~2014~~HII Technologies, Inc. (the “Company”) isand aeach ~~party~~of toits awholly-owned ~~Credit~~subsidiaries, ~~Agreement~~Apache ~~dated~~Energy ~~August 12~~Services, ~~2014~~LLC, asAqua ~~amended~~Handling byof ~~that~~Texas, ~~First~~LLC, ~~Amendment~~Hamilton ~~disclosed~~Investment ~~in a Current Report on Form 8-K filed on September 15~~Group, ~~2014~~Inc. and ~~further~~Sage ~~amended~~Power bySolutions, ~~that~~Inc. ~~certain Second Amendment disclosed in our Annual Report on Form 10-K filed on April 16~~(collectively, ~~2014~~the ~~and~~“Debtors”) ~~further amended by that certain Third Amendment disclosed in a Current Report on Form 8-K~~ filed onvoluntary ~~May~~petitions 20(collectively, ~~2015~~the ~~and~~“Bankruptcy ~~further~~Petitions”) ~~amended~~for byreorganization ~~that~~under ~~certain~~Chapter ~~Fourth~~11 ~~Modification~~of ~~disclosed~~Title in111 aof ~~Current~~the ~~Report~~U.S. onCode ~~Form 8-K filed on August 12, 2015 and further amended by that certain Fifth Modification disclosed in a Current Report filed on August 27, 2015~~ (the “~~Prepetition~~Bankruptcy ~~Credit Agreement~~Code”) ~~among~~in the ~~Debtors,~~United asStates ~~borrower,~~Bankruptcy ~~the~~Court ~~lenders~~for ~~party thereto (~~the ~~“Prepetition~~Southern ~~Lenders”)~~District ~~and~~of ~~Heartland~~Texas ~~Bank,~~Victoria asDivision ~~administrative agent~~ (the “~~Agent~~Court”). ~~for~~The aDebtors ~~3-year~~are ~~$12~~continuing ~~million~~in ~~term~~possession ~~loan. As~~ of ~~the~~their ~~date~~properties ofand ~~filing~~are ofmanaging ~~the~~their ~~Bankruptcy Petitions~~businesses, ~~the~~as ~~Debtors~~debtors ~~owed~~in ~~Prepetition~~possession, ~~Lenders~~in ~~(a)~~accordance ~~$10,292,897.22~~with ~~under~~ the ~~Prepetition~~applicable ~~Credit~~provisions ~~Agreement~~of ~~and (ii) $890,680.71 under that certain Account Purchase Agreement dated August 11, 2014 among~~ the ~~Debtors,~~Bankruptcy ~~Agent~~Code and ~~the~~orders ~~other~~of ~~lenders thereto (~~the ~~“Prepetition A/R Agreement”)~~Court. The ~~amounts~~Chapter ~~owed~~11 ~~under~~Cases ~~Prepetition~~are ~~Credit~~being ~~Agreement~~jointly ~~and~~administered by the ~~Prepetition~~Court ~~A/R~~under ~~Agreement~~In ~~are~~re ~~collectively~~HII ~~referred~~Technologies, toet asal. ~~the~~(Case ~~“Prepetition~~No. ~~Secured Claims”~~15-60070).

On ~~October~~January 144, ~~2015~~2016, the ~~Court~~Debtors ~~entered~~consummated athe ~~final~~sale ~~order~~ (the “~~Final Order~~Sale”) ~~authorizing~~of certain non-core assets used in connection with the Debtors’ toFrac ~~enter~~Water ~~into~~Management aoperations, ~~post-petition~~including ~~loan~~assignment ~~and~~of ~~security~~an ~~facility~~exclusive ~~(the~~distribution ~~“DIP~~agreement ~~Facility”)~~for ~~with~~Hydrow ~~Heartland~~FLOW ~~Bank~~water ~~and~~treatment ~~McClarty~~equipment ~~Capital~~pursuant ~~Partners,~~to the ~~sole~~terms ~~Prepetition~~and ~~Lenders~~conditions ~~prior~~of toan ~~the~~Asset ~~Fourth~~Purchase ~~Modification~~Agreement ~~referred~~dated toDecember ~~above~~23, 2015 (the “~~DIP~~Purchase ~~Lenders~~Agreement”) between the Debtors and ~~Heartland~~Heat ~~Bank~~Waves ~~serving~~Water asManagement, LLC (the “~~DIP Agent~~Buyer”). The ~~DIP~~purchase ~~Facility~~price ~~provides~~paid ~~for~~by aBuyer ~~credit~~was ~~facility~~$1,225,000 ~~totaling~~in ~~approximately~~cash ~~$12~~at ~~million,~~closing ~~comprised~~as well as assumption of ~~(i)~~certain anliabilities ~~amount~~related ofto upDebtors’ agreement relating to ~~$500~~its agreement with HydroFLOW and all liabilities associated with taxes,~~000~~ inmaintenance, ~~respect~~insurance, and loss of ~~new~~any ~~money~~assets ~~funding~~subject ~~(the~~to ~~“New~~lease ~~Money~~agreements ~~Loan”);~~to ~~(ii)~~be aentered ~~dollar-for-dollar~~into ~~roll-up~~between ofBuyer ~~the~~and ~~Prepetition~~Debtors ~~Secured~~at ~~Obligations~~closing. The asPurchase ~~Cash~~Agreement ~~Collateral~~provided isBuyer ~~used~~with bya ~~the~~right ~~Debtors~~of ~~and~~first ~~(iii)~~refusal ~~the~~to ~~Roll-up~~purchase ~~Loan~~or inlease any additional assets not listed on the ~~amount~~schedule of ~~$11.5~~assets ~~million~~attached to the Purchase Agreement. The ~~Roll-Up~~Purchase ~~Loan~~Agreement ~~will~~contained ~~satisfy~~customary ~~the~~representations, ~~Prepetition~~warranties ~~Secured~~and ~~Obligations~~covenants and was subject to customary closing conditions, including receipt of Bankruptcy Court approvals.

~~There~~In ~~was~~addition, concurrent with (and as a ~~transaction~~condition ~~fee~~to) the closing of ~~2.5%~~the onSale, the ~~new~~Debtors ~~Money~~entered ~~Loan,~~into ~~which~~two isseparate ~~payable~~lease onagreements (the ~~earlier~~“Lease ofAgreements”) with Buyer: (i) athe ~~closing~~First onLease ~~the~~Agreement/Equipment ~~sale~~Lease ofdated ~~substantially~~January ~~all~~4, 2016 between Apache Energy Services LLC (Lessor) and Buyer for two (2) HydrowFLOW Units for a period of 24-months pursuant to which the ~~Debtors’~~Buyer/Lessee ~~assets~~will pay Apache/Lessor $890 per month for each HydrowFLOW Unit leased and (aii) ~~“Sale”~~the Second Lease Agreement dated January 4, 2016 between the Company/Lessor and Buyer/Lessee for three (3) 21-inch HydrowFLOW Units, and four (ii4) 14-inch HydrowFLOW Units for 24-months pursuant to which Buyer/Lessee will pay the ~~effective~~Company/Lessor ~~date~~$800 per month for each 12-inch Unit leased and $927 per month for each 14-inch HydrowFLOW Unit leased. Apache also assigned that certain Sales Agreement dated June 16, 2014 between Apache and HydrowFLOW Holdings USA LLC to Buyer concurrent with the closing of athe ~~chapter~~sale 11on ~~plan~~January 4, 2016 pursuant to an Assignment and Assumption of Sales Agreement.

~~The~~On ~~DIP~~December ~~Facility~~17, ~~provides~~2015, ~~that~~the ~~all~~Purchase ~~obligations~~Agreement ~~thereunder~~and ~~constitute,~~Sale ~~subject~~(including tothe Lease Agreements and the ~~“Carve-Out”~~assignment ~~(as~~of ~~defined~~the ~~below~~HydrowFLOW ~~and~~Sales inAgreement were approved by the ~~Final~~Bankruptcy Court (the “Sale Order”), ~~super~~and ~~administrative~~the ~~expenses~~Purchase inAgreement ~~the~~became ~~Chapter~~enforceable 11against ~~Cases,~~the ~~with~~Company. ~~super~~The ~~administrative~~Bankruptcy ~~priority~~Court ~~over~~order ~~any~~approving ~~and~~the ~~all~~Purchase ~~expenses~~Agreement ofand ~~any~~Sale ~~kind~~was orentered ~~nature~~following ~~whatsoever~~completion ~~specified~~of inan ~~Sections~~approved ~~503(b)~~bidding ~~and~~process ~~507(b)~~in ofwhich the ~~Bankruptcy~~Buyer ~~Code~~provided ~~and~~highest isor ~~secured~~otherwise bybest ~~liens~~bid onproviding ~~and~~a ~~security~~greater ~~interests~~recovery infor ~~the~~ Debtors’ ~~Collateral~~creditors ~~(described~~than inwould ~~the~~be ~~Final~~provided ~~Order)~~by inpractically ~~accordance~~any ~~with~~other ~~section 364(c)(2)~~alternative, ~~(3)~~as ~~and~~stated ~~(d)~~in of the ~~Bankruptcy~~Sale ~~Code~~Order.

The ~~New~~Sale ~~Money~~Order ~~Loan~~provided isthat ~~a delayed-draw term loan and shall not be a revolving credit facility. The commitment under~~ the ~~DIP~~proceeds ~~Facility~~of (the ~~“DIP~~Sale ~~Loan”)~~were ~~will~~to be ~~made~~applied inas 2follows: ~~tranches~~ (i) ~~the amount of~~ $~~100~~211,~~000~~500 asto ~~approved~~Hilco byIndustrial ~~the~~LLC ~~Court,~~for ~~which~~its ~~was~~services ~~funded~~ in ~~the~~connection ~~day~~with of the ~~prior~~Sale; ~~interim order~~ (~~but~~ii) ~~not~~$783,500 ~~funded~~ to the ~~Debtors)~~DIP ~~and~~Lenders; (iiiii) ~~the~~$50,000 ~~Roll-Up~~was ~~Loan~~reserved ~~plus~~for ~~any remaining undrawn amounts under~~ the ~~New~~name ~~Money~~AES ~~Loan~~or ~~occurring~~Apache onEnergy ~~the~~Services ~~date~~to ofbe ~~the~~disbursed ~~Final~~only ~~Order.~~upon ~~The~~further ~~scheduled~~order ~~“Maturity~~of ~~Date” under~~ the ~~DIP~~Court; ~~Facility is the earlier of~~ (iiv) ~~six~~$150,000 ~~(6)~~was ~~months~~reserved ~~following~~for the ~~Petition~~claim ~~Date, (ii) the effective date~~ of aBLC ~~chapter~~Equipment 11Leasing ~~plan~~and (adisbursed ~~“Plan”)~~only inupon ~~the~~further ~~Chapter 11 cases which is confirmed by an~~ order of the ~~Bankruptcy~~ Court, ~~(iii)~~or ~~the~~stipulation ~~date~~ of ~~consummation of~~ the ~~Sale~~Debtors, ~~and (iv)~~ the ~~termination of the~~ DIP ~~Facility by the DIP Agent or the DIP~~ Lenders ~~upon~~and anBCL ~~Event~~and of(v) ~~Default. Upon Maturity~~$30,000 ~~the~~was ~~DIP~~reserved ~~Loan~~for ~~and~~the ~~all~~Transfer ~~other~~Tax ~~DIP~~Holdback ~~obligations~~as ~~shall~~required beunder ~~repaid~~the inPurchase ~~full~~Agreement.

~~Subject~~The ~~only~~foregoing todescription of the ~~certain~~Purchase ~~administrative~~Agreement, ~~claim~~the ~~carve-outs~~Lease Agreements and ~~certain creditor carve-outs (each as described in~~ the ~~Final~~Assignment ~~Order,~~and ~~collectively~~Assumption ~~the~~of ~~“Carve-Out”),~~Sales ~~the~~Agreement ~~DIP~~is ~~Facility~~qualified ~~shall~~in atits ~~all~~entirety ~~times~~by bereference ~~senior~~ to ~~and~~the offull ~~higher~~text ~~priority~~of ~~than~~such ~~expenses,~~Agreements ~~liens~~which ~~and~~are ~~claims~~attached ~~specified~~as inexhibits ~~any~~to ~~other section of~~ the ~~Bankruptcy~~Sale ~~Code. Amounts~~Order, ~~borrowed~~a ~~under~~copy ~~the~~of ~~DIP~~which ~~Facility~~can ~~shall~~ be ~~used~~viewed byat ~~Debtors~~the ~~solely~~Company’s ~~for~~Case ~~working~~Administration ~~capital~~Website ~~and~~(http://cases.gcginc.com/hii/index.php) ~~administrative~~under ~~expenses incurred in~~ the ~~Chapter~~section 11“Other ~~Cases~~Documents”) inand ~~accordance~~is ~~with~~incorporated ~~the~~herein ~~budgets provided~~ by ~~the Debtors through the Maturity Date~~reference.

Borrowings under the DIP Facility bear interest at a rate of 13.75% and shall be paid monthly in arrears. The default rate is 2.00% payable on demand. The DIP Lenders were granted under section 364(c)(1), (2), (3) and (d) of the Bankruptcy Code, valid and perfected liens on and security interests in, subject only to the Carve Out, all of the Collateral that was secured by the Prepetition Liens (the “Roll-Up Loan Liens” and together with the Prepetition Obligation Liens, the “DIP Liens”).

The New Money Loan will be funded on a weekly basis in accordance with the budget and a funding request, so long as no event of default has occurred.

The DIP Facility provides for a prohibition against additional debt while any monies are outstanding under the DIP Facility. The Final Order also contains customary events of default, the occurrence of which could result in the acceleration of the Company’s obligation to repay the outstanding indebtedness under the DIP Facility, including all events of default under the Prepetition Credit Agreement, modified as necessary to reflect the DIP Facility as well as certain other items specific to the Debtors actions during the bankruptcy such as failure to meet certain milestones, failure to comply with the budget and reporting requirements or incurrence of additional indebtedness.

The foregoing description of the DIP Facility is not complete and is qualified in its entirety by reference to the full text of the Final Order, a copy of which is filed on Company’s Case Administration Website (http://cases.gcginc.com/hii/index.php) under the section “Key Documents” and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01 Other Events.

On ~~November~~December 2021, 2015, the Debtors filed their monthly operating report for the period of ~~October~~November 1, 2015 through ~~October~~November 3130, 2015 (the “Monthly Operating Report”) with the Court. The Monthly Operating Report can be viewed at the Company’s Case Administration Website (http://cases.gcginc.com/hii/index.php) under the section “Other Documents”) and is incorporated herein by reference. All future Monthly Operating Reports (and all other bankruptcy related filings) will be posted on the Company’s Case Administration Website.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

SIGNATURES

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.

HII TECHNOLOGIES, INC.

(Registrant)

Date: ~~December~~January 812, ~~2015~~2016

By:

/s/ Loretta R. Cross

Loretta R. Cross. Chief Restructuring Officer

Filing Compare · HII Technologies, Inc.