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Meridian Waste Solutions, Inc. – ‘PREM14C’ for 3/2/18

On:  Friday, 3/2/18, at 4:52pm ET   ·   For:  3/2/18   ·   Accession #:  1213900-18-2514   ·   File #:  1-13984

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/02/18  Meridian Waste Solutions, Inc.    PREM14C     3/02/18    1:1.4M                                   Edgar Agents LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Information Statement                   HTML    869K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant To Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

MERIDIAN WASTE SOLUTIONS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY INFORMATION STATEMENT – SUBJECT TO COMPLETION

Meridian Waste Solutions, Inc.

One Glenlake Parkway

Atlanta, GA 30328

NOTICE OF ACTION BY WRITTEN CONSENT OF SHAREHOLDERS AND DISSENTERS’ RIGHTS AND

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

________________, 2018

To the Holders of Common Stock of Meridian Waste Solutions, Inc.:

This notice of action by written consent and dissenters’ rights and the accompanying information statement (the “Information Statement”) are being furnished to holders of common stock of Meridian Waste Solutions, Inc., a New York corporation (“Meridian,” the “Company,” “we,” “us” or “our”).

On February 20, 2018, the Company entered into an Equity Securities Purchase Agreement (the “Purchase Agreement”) with Meridian Waste Operations, Inc., a New York corporation (“Seller”) and a wholly-owned subsidiary of Meridian, Meridian Waste Acquisitions, LLC, a Delaware limited liability company (“Buyer”) and solely for purposes of Sections 6.4, 6.7 and 11.18 thereof, Jeffrey S. Cosman, the Chief Executive Officer and Chairman of Meridian, providing for, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, the purchase of all of the membership interests of each of the direct wholly-owned subsidiaries of Seller (collectively, the “Acquired Parent Entities” and together with their direct and indirect subsidiaries, the “Acquired Entities”), comprising, with the Acquired Parent Entities’ subsidiaries, the Company’s Solid Waste Business and constituting substantially all of the assets of the Company (such acquisition, the “Transaction”). Pursuant to the Purchase Agreement, at the time the Transaction closes (the “Closing”) in consideration of $100,000, the Company will issue to the Buyer a warrant (the “Warrant”) to purchase shares of common stock, par value $0.025 (“Common Stock”), of the Company, equal to two percent of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis as of the time of issuance of the Warrant (subject to adjustment as set forth therein).

At the time of the Closing, Buyer will satisfy $75.8 million of the Company’s outstanding indebtedness under the Amended and Restated Credit and Guaranty Agreement dated February 15, 2017 among certain of the Acquired Entities, Meridian, and Goldman Sachs Specialty Lending Group, L.P. (as amended, the “Credit Agreement”) and assume the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness. Meridian estimates that it will retain approximately $6.6 million of indebtedness under the Credit Agreement or a successor agreement and certain promissory notes payable for an aggregate amount of $1.475 million (the “Legacy Notes”).

If the Transaction is completed, you will retain your shares of the Company’s Common Stock and you will not be entitled to receive any cash proceeds of the Transaction.

To assist in evaluating the fairness of the Transaction to our shareholders, our board of directors (the “Board”) formed a special committee (the “Special Committee”) consisting of three members of the Board, Thomas J. Cowee, Jackson Davis and Joseph Ardagna, who are not employed by the Company or its affiliates and have no personal interest in the Transaction that would not be shared by all other shareholders of the Company generally, to consider and, in certain circumstances, negotiate the terms and conditions of the Purchase Agreement and to make a recommendation with respect to the Transaction to the Board. The Special Committee unanimously determined that the Purchase Agreement and the Transaction were advisable and in the best interests of all the shareholders of the Company, approved the Purchase Agreement and the Transaction and recommended that the Board approve the Purchase Agreement and the Transaction. The Board, upon the Special Committee’s unanimous recommendation, unanimously determined that the Purchase Agreement and the Transaction were advisable and in the best interests of all the shareholders of the Company and approved the Purchase Agreement and the consummation of the Transaction. In arriving at its recommendation of the Purchase Agreement, the Special Committee carefully considered a number of factors, which are described in the enclosed Information Statement.

Under New York law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Purchase Agreement and the consummation of the Transaction by the Company’s shareholders required the affirmative vote or written consent of the holders of at least two-thirds of the votes of all outstanding shares entitled to vote on such matters (collectively, the “Total Votes” and such shareholder approval is sometimes referred to in this Information Statement as the “Requisite Company Vote”). In addition, the Name Change requires the approval of a majority of the Total Votes. On February 23, 2018, after execution and delivery of the Purchase Agreement by all parties thereto, shareholders holding beneficially or of record approximately 66.8% of the Total Votes (collectively, the “Consenting Shareholders”), delivered to the corporate secretary of the Company an irrevocable written consent, in the form attached hereto as Annex E, approving the following actions:

Accordingly, the adoption of the Purchase Agreement by the Company’s shareholders was effected in accordance with Section 909 of the New York Business Corporation Law (the “BCL”) and the other resolutions described above were effected in accordance with the BCL on February 23, 2018. No further approval of the shareholders of the Company is required to adopt the Purchase Agreement, approve the consummation of the Transaction or change the name of the Company. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Purchase Agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the Purchase Agreement and the consummation of the Transaction.

This Information Statement shall constitute notice to you from the Company that the Transaction and the Purchase Agreement have been adopted by the holders representing at least the Requisite Company Vote by written consent in lieu of a meeting in accordance with Section 615(c) of the BCL.

Under Sections 910 of the BCL, if the Transaction is completed, subject to compliance with the requirements of Sections 623 and 910 of the BCL, holders of shares of Common Stock (other than the Consenting Shareholders), will have the right to receive from Meridian in cash, the “fair value” of, their shares of Common Stock (as determined by the Supreme Court of the State of New York (the “Court”)), together with interest, if any, as determined by the Court, but only if they strictly comply with the procedures and requirements set forth in Sections 623 and 910 of the BCL (“Sections 623 and 910”), including forfeiting their shares of Meridian’s Common Stock. In order to exercise your dissenters’ rights, you must submit a written objection to the Transaction no later than 20 days after the date of the mailing of this notice and Information Statement, which 20th day is __________, 2018, and comply precisely with the requirements of Sections 623 and 910, which are summarized in the accompanying Information Statement. A copy of Sections 623 and 910 is included as Annex C to the Information Statement. 

This notice and the Information Statement shall constitute notice to you from the Company of the availability of dissenters’ rights under Sections 623 and 910.

The Information Statement accompanying this letter provides you with more specific information concerning the Purchase Agreement, the Transaction and the other transactions contemplated by the Purchase Agreement. We encourage you to carefully read the Information Statement and the copy of the Purchase Agreement included as Annex A to the Information Statement. Please do not send in your Common Stock at this time.

By order of the Board of Directors

Very truly yours,

Jeffrey S. Cosman 

Chief Executive Officer, Chairman

Neither the U.S. Securities and Exchange Commission nor any state securities or other regulatory agency has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction, or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

The Information Statement is dated _____________, 2018 and is first being mailed to shareholders on or about _____________, 2018.

TABLE OF CONTENTS

MERIDIAN WASTE SOLUTIONS, INC.

One Glenlake Parkway

Atlanta, GA 30328

INFORMATION STATEMENT

This information statement and notice of action by written consent, and of dissenters’ rights, (collectively, this “Information Statement”) contains information relating to the Equity Securities Purchase Agreement, dated February 20, 2018 (the “Purchase Agreement”), entered into by and among Meridian Waste Solutions, Inc., a New York corporation (“Meridian,” the “Company,” “we,” “us” or “our”), Meridian Waste Operations, Inc., a New York corporation (“Seller”) and a wholly-owned subsidiary of Meridian, Meridian Waste Acquisitions, LLC, a Delaware limited liability company (“Buyer”) and Jeffrey S. Cosman. We are furnishing this Information Statement to shareholders of the Company pursuant to applicable provisions of New York law and certain securities regulations. This Information Statement is dated ______________, 2018 and is first being mailed to our shareholders on or about ______________, 2018.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE 
REQUESTED NOT TO SEND US A PROXY.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this Information Statement and may not contain all of the information about the Transaction (as defined below under “The Transaction”) that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this Information Statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the Transaction. You may obtain, without charge, copies of documents incorporated by reference into this Information Statement by following the instructions under the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 53.

The Parties to the Purchase Agreement 

(page 15)

Meridian Waste Solutions, Inc. is a New York holding company, which owns all of the outstanding capital stock of Seller. Seller is centered on residential and commercial waste collection and disposal since 2014. Seller, directly and indirectly through its wholly-owned subsidiaries, Meridian Waste Missouri, LLC, a Missouri limited liability company, Meridian Waste Georgia, LLC, a Georgia limited liability company, Meridian Waste Virginia, LLC, a Virginia limited liability company and Meridian Waste Maryland, LLC, a Maryland limited liability company (collectively, the “Acquired Parent Entities”), operates in St. Louis, Missouri and Richmond, Virginia, servicing over 130,000 residential, commercial, industrial and governmental customers. In addition to a fleet of commercial, residential and roll off trucks, Seller operates three transfer stations, one recycling facility and three municipal solid waste landfills.

Meridian generally operates three lines of business: solid waste (the “Solid Waste Business”) through the subsidiaries of Seller; technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. Meridian’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. Meridian’s Common Stock is listed on the Nasdaq Capital Market, which we refer to as “Nasdaq,” under the trading symbol “MRDN.” Meridian’ principal executive office is located at One Glenlake Parkway NE, Suite 900, Atlanta, Georgia 30328, and its telephone number is (770) 691-6350.

Buyer was formed on February 9, 2018, solely for the purpose of engaging in the Transaction. Buyer has not engaged in any business other than in connection with, or related to, the Transaction, and upon the consummation of the Transaction, Buyer will exist to hold the membership interests in the Acquired Parent Entities. Buyer’s principal executive office is located at 320 1^st St. N, Suite #608, Jacksonville Beach, FL 32250, and its telephone number is (904) 746-3361.

Please see the section of this Information Statement entitled “The Parties” beginning on page 15.

The Transaction 

(page 16 and Annex A)

Buyer, Meridian, Seller and Jeffrey S. Cosman, Chief Executive Officer and Chairman of Meridian entered into the Purchase Agreement on February 20, 2018. A copy of the Purchase Agreement is included as Annex A to this Information Statement. Under the terms of the Purchase Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Buyer will purchase from Seller all of the membership interests in the Acquired Parent Entities, which we refer to as the “Transaction.” Pursuant to the Purchase Agreement, at the time the Transaction closes (the “Closing”) in consideration of $100,000, the Company will issue to the Buyer a warrant (the “Warrant”) to purchase shares of common stock, par value $0.025 (“Common Stock”), of the Company, equal to two percent of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis as of the time of issuance of the Warrant (subject to adjustment as set forth therein).

At the time of the Closing, Buyer will satisfy $75.8 million of the Company’s outstanding indebtedness under the Amended and Restated Credit and Guaranty Agreement dated February 15, 2017 among certain of the Acquired Entities, Meridian, and Goldman Sachs Specialty Lending Group, L.P. (as amended, the “Credit Agreement”) and assume the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness.

If the Transaction is completed, you will retain your shares of the Company’s Common Stock and you will not be entitled to receive any cash proceeds of the Transaction. Meridian estimates that $93.3 of its total indebtedness will be repaid or assumed by Buyer as a result of the Transaction and the net cash proceeds (after payment of transaction expenses) will be used to stabilize the Company’s balance sheet. Meridian also estimates that it will retain approximately $6.6 million of indebtedness under the Credit Agreement or a successor agreement and the Legacy Notes.

Please see the section of this Information Statement entitled “The Transaction” beginning on page 16.

The Board and Special Committee 

(page 22)

Our board of directors (the “Board”) formed a special committee (the “Special Committee”) on August 20, 2017, consisting of Thomas J. Cowee, Jackson Davis and Joseph Ardagna, each of whom is an independent director with no personal interest in the Transaction that would not be generally shared by all other shareholders of the Company, to evaluate the Transaction and other alternatives available to the Company and to otherwise represent the interests of our shareholders. Among other things, the Special Committee had authority to reject any transaction it determined is not fair to or otherwise not in the best interests of the Company and its shareholders. The Special Committee also had the authority to engage its own legal and financial advisors and received advice throughout the negotiations from such advisors. The Special Committee carefully reviewed and considered the terms and conditions of the Purchase Agreement and the Transaction.

The Special Committee unanimously recommended that our Board approve the Purchase Agreement. After careful consideration and based in part on the unanimous recommendation of the Special Committee, our Board unanimously (i) determined that it is in the best interests of, and fair to Meridian and Meridian’s shareholders, and declared it advisable, to enter into the Purchase Agreement and the other transaction documents and to consummate the transactions contemplated thereunder upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Purchase Agreement and the other transaction documents by Meridian and Seller, the performance by the Meridian and Seller of their covenants and other obligations thereunder, and the consummation of the transactions contemplated thereunder upon the terms and conditions set forth therein, (iii) recommended that Meridian’s shareholders approve the sale of the membership interests in the Acquired Parent Entities pursuant to the Purchase Agreement, (iv) approved the issuance of the Warrant to Buyer and (v) approved the Name Change and the Amendment subject to closing the Transaction and recommended that Meridian’s shareholders approve the Name Change and the Amendment (such recommendations described in (i)-(v), the “Meridian Board Recommendation”). For a discussion of the material factors that the Special Committee and the Board considered in determining to approve the Purchase Agreement, please see the section of this Information Statement entitled “The Transaction—Reasons for the Transaction; Recommendation of the Special Committee and the Board” beginning on page 22.

Required Approval of the Transaction; Record Date; Action by Shareholder Consent 

(page 22)

Under New York law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Purchase Agreement and the consummation of the Transaction by the Company’s shareholders required the affirmative vote or written consent of the holders of at least two-thirds of the votes of all outstanding shares of entitled to vote on such matters (collectively, the “Total Votes” and such shareholder approval is sometimes referred to in this Information Statement as the “Requisite Company Vote”). In addition, the Name Change requires the approval of a majority of the Total Votes.

On February 19, 2018, the record date, there were 16,764,754 shares of Common Stock outstanding, 51 shares of Series A Preferred Stock outstanding, 106,950 shares of Series D Preferred Stock outstanding, and 233,500 shares of Series E Preferred Stock outstanding, representing 40,492,963 Total Votes, held by 163 shareholders of record.

On February 23, 2018, after execution and delivery of the Purchase Agreement by all parties thereto, the Consenting Shareholders, delivered to the corporate secretary of the Company an irrevocable written consent adopting the Purchase Agreement and approving the consummation of the Transaction. As of February 19, 2018, the Consenting Shareholders, collectively, held shares representing approximately 66.8% of the Total Votes. Accordingly, the adoption of the Purchase Agreement by the Company’s shareholders was effected in accordance with Section 909 of the New York Business Corporation Law (the “BCL”) on February 23, 2018. No further approval of the shareholders of the Company is required to adopt the Purchase Agreement and approve the consummation of the Transaction. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Purchase Agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the Purchase Agreement and the consummation of the Transaction. If the Purchase Agreement is terminated in accordance with its terms, the shareholder consent will be of no further force or effect.

Federal securities laws state that the Transaction may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s shareholders. Therefore, notwithstanding the execution and delivery of the shareholder consent (which was obtained on February 23, 2018), the consummation of Transaction will not occur until that time has elapsed. We currently expect the Transaction to be completed by ____________, 2018, subject to the satisfaction of the conditions to closing in the Purchase Agreement. However, there can be no assurance that the Transaction will be completed on or prior to that time, or at all.

This Information Statement shall constitute notice to you from the Company that the Transaction and the Purchase Agreement have been adopted by the holders representing at least the Requisite Company Vote by written consent in lieu of a meeting in accordance with Section 615(c) of the BCL.

Please see the section of this Information Statement entitled “The Transaction—Required Approval of the Transaction; Record Date; Action by Shareholder Consent” beginning on page 22.

Opinion of the Special Committee’s Financial Advisor 

(page 26 and Annex B)

The Special Committee retained The Benchmark Company, LLC, which is referred to in this Information Statement as the “Benchmark Company,” to evaluate the fairness, from a financial point of view, to the Company’s shareholders of the proceeds proposed to be paid to Meridian and Seller in the Transaction pursuant to the Purchase Agreement. On February 19, 2018, Benchmark Company rendered to the Special Committee and to the Board its written opinion dated February 19, 2018, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Benchmark Company in preparing its opinion, the consideration to be received by Meridian in the Transaction pursuant to the Purchase Agreement was fair to Meridian’s shareholders from a financial point of view.

The full text of Benchmark Company’s written opinion dated February 19, 2018, which is attached as Annex B and is incorporated herein by reference, should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Benchmark Company in preparing its opinion.

Benchmark Company delivered its opinion to the Special Committee for the benefit and use of the Special Committee and the Board (solely in its capacity as such) and only addressed whether the consideration to be received by the Company in the Transaction is fair, from a financial point of view, to the Company’s shareholders. Benchmark Company’s opinion was not intended to be, and did not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Transaction or otherwise. Benchmark Company was not requested to opine as to, and its opinion did not address any other terms or other aspects or implications of the Transaction or related transactions and no opinion or view was expressed as to the relative merits of the Transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Transaction or any related transaction. Benchmark Company also expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Transaction, any related transactions or any other matter.

Please see the section of this Information Statement entitled “The Transaction—Opinion of the Special Committee’s Financial Advisor” beginning on page 26.

Dissenters’ Rights 

(page 50)

Under Sections 910 of the BCL, if the Transaction is completed, subject to compliance with the requirements of Sections 623 and 910 of the BCL, holders of shares of Common Stock (other than the Consenting Shareholders), will have the right to receive from Meridian in cash, the “fair value” of, their shares of Common Stock (as determined by the Supreme Court of the State of New York (the “Court”)), together with interest, if any, as determined by the Court, but only if they strictly comply with the procedures and requirements set forth in Sections 623 and 910 of the BCL (“Sections 623 and 910”), including forfeiting their shares of Meridian’s Common Stock. In order to exercise your dissenters’ rights, you must submit a written objection to the Transaction no later than 20 days after the date of the mailing of this notice and Information Statement, which 20th day is __________, 2018, and comply precisely with the requirements of Sections 623 and 910, which are summarized in the accompanying Information Statement.

A copy of Sections 623 and 910 is included as Annex C to the Information Statement. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal of “fair value” of your shares, shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Section 623 and 910 will result in loss of the dissenters’ rights. You should be aware that the “fair value” of your shares of Common Stock as determined under Sections 623 and 910 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Purchase Agreement.

Please see the section of this Information Statement entitled “Dissenters’ Rights” beginning on page 50.

Certain Effects of the Transaction 

(page 28)

Upon the consummation of the Transaction, the Acquired Entities will become direct and indirect wholly-owned subsidiaries of Buyer. Additionally, Meridian, Seller and Mr. Cosman will cease their solid waste operations and be restricted from providing non-hazardous solid waste collection, transfer and disposal services within Missouri and Virginia of the type currently conducted by the Acquired Entities for a period of five years pursuant to the Purchase Agreement. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Solid Waste Business. Meridian will also continue to operate its Technologies Business and Innovation Business. In addition, Meridian will issue the Warrant to Buyer.

Following the closing of the Transaction, Meridian expects its Common Stock will continue trading on Nasdaq subject to its compliance with Nasdaq’s continued listing standards.

Please see the section of this Information Statement entitled “The Transaction—Certain Effects of the Transaction” beginning on page 28.

Effects on the Company if the Transaction is not Completed

(page 29)

If the Transaction is not completed for any reason, Meridian and Seller will not receive any payment in connection with the Transaction and may not be able to repay any of its indebtedness. Instead, the Acquired Entities will remain direct and indirect wholly-owned subsidiaries of Meridian and Seller, and Meridian’s shareholders will continue to own their shares of Common Stock.

Under certain circumstances, if the Purchase Agreement is terminated, a Termination Fee may be payable by the Company.

Please see the section of this Information Statement entitled “The Purchase Agreement—Fees and Expenses—Payment of Termination Fee” beginning on page 29.

Interests of the Company’s Directors and Executive Officers in the Transaction 

(page 29)

Certain of the Company’s directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of the Company’s shareholders generally. These interests include, among others:

The Special Committee and the Board were aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the Purchase Agreement and the Transaction.

Please see the section of this Information Statement entitled “The Transaction—Interests of the Company’s Directors and Executive Officers in the Transaction” beginning on page 29.

Financing of the Transaction 

(page 29)

The Transaction is subject to a financing condition. Buyer has received a term sheet for debt financing, which together with cash on hand and other available sources of financing, will be used to fund the proceeds of the Transaction.

Please see the section of this Information Statement entitled “The Transaction—Financing of the Transaction” beginning on page 29.

Significant Conditions to the Transaction 

(page 45)

The obligation of Buyer to consummate the Transaction is subject to the satisfaction or waiver by Buyer, on or prior to the closing of the Transaction, of, among other things, the following significant conditions:

The obligation of Meridian and Seller to consummate the Transaction is subject to the satisfaction or waiver by them, on or prior to the closing of the Transaction, of, among other things, the following additional conditions:

No Solicitation

(page 41)

In the Purchase Agreement, Meridian and Seller agreed to, and to cause the subsidiaries to, immediately cease any discussions or negotiations with any party with respect to any Acquisition Proposal (as such term is defined in the “The Purchase Agreement—Other Covenants and Agreements” section beginning on page 41) and terminate such party’s access to any data room containing Meridian’s, Seller’s or their subsidiaries’ confidential information. Subject to the exception set forth below, Meridian and Seller agreed that they and their subsidiaries would not, and would cause its and their representatives not to, directly or indirectly:

In addition, neither the Board nor any committee thereof may:

As an exception to the restrictions set forth above, the Purchase Agreement provides that from the date of the Purchase Agreement until the date Meridian received shareholder approval from the Consenting Shareholders (which occurred on February 23, 2018) (the “Acquisition Proposal Review Period”), if Meridian or Seller receives from any third party a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of the Purchase Agreement or any prior similar agreement with the Buyer or its affiliates, the Board (or a committee thereof) may, directly or indirectly through on or more of its representatives, participate or engage in discussions or negotiations with, furnish any non-public information related to Meridian or Seller or any of their subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Meridian or Seller or any of their subsidiaries pursuant to an acceptable confidentiality agreement to such third party or its representatives and effect a Meridian Board Recommendation Change with respect to such Superior Proposal or authorize Meridian and Seller to terminate the Purchase Agreement and enter into an Alternative Acquisition Agreement with respect to the Superior Proposal if, and only if, (i) the Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel and its financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (ii) the Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that failure to take actions contemplated under the Purchase Agreement would be inconsistent with its fiduciary duties under applicable law, and (iii) Meridian and Seller have given the Buyer written notice of the identity of such third party, a copy of such acceptable confidentiality agreement entered into by such third party, a copy of any written materials reflecting the terms of the Acquisition Proposal, a summary of the material terms of such Acquisition Proposal to the extent not reflected in such written materials, and notice of Meridian and Seller’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such third party. As provided above, the Board may not consider or take any other action with respect to any Acquisition Proposal delivered to the Company after the termination of the Acquisition Proposal Review Period.

The shareholder consent has been delivered and the Acquisition Proposal Review Period expired without the Board receiving any unsolicited Acquisition Proposals. Accordingly, the exceptions to the restrictions described above that are provided in the Purchase Agreement have terminated.

Please see the section of this Information Statement entitled “The Purchase Agreement—Other Covenants and Agreements” beginning on page 41.

Termination 

(page 47)

The Purchase Agreement may be terminated at any time prior to the Effective Time in the following circumstances:

Please see the section of this Information Statement entitled “The Purchase Agreement—Termination” beginning on page 47.

Termination Fee 

(page 48)

The Purchase Agreement provides that the Company will be required to pay to Buyer a termination fee of $3,500,000 (the “Maximum Termination Fee”) if

In addition, if the Purchase Agreement is terminated by the Buyer pursuant to the fifth termination right of Buyer set forth under “The Purchase Agreement–Termination,” or by either Buyer or Meridian and Seller pursuant to the third right of either Buyer or Meridian and Seller set forth under “The Purchase Agreement–Termination,”, then Meridian or Seller must pay to the Buyer an amount equal to $1,000,000 in four equal installments of $250,000 each, on or before the 60^th day, 120^th day, 180^th day and 240^th day anniversaries from the date of such termination. Notwithstanding the foregoing, in the event that within 12 months following the termination of the Purchase Agreement as described in the prior sentence either Meridian or Seller or their affiliates enter into a definitive agreement with respect to an Acquisition Transaction, and such Acquisition Transaction is subsequently consummated, then Meridian or Seller will promptly following consummation of such Acquisition Transaction pay to the Buyer an amount equal to $2,500,000 (collectively, an “Alternative Termination Fee”). The Maximum Termination Fee and Alternative Termination Fee are sometimes referred to herein as a “Termination Fee.”

Please see the section of this Information Statement entitled “The Purchase Agreement—Fees and Expenses—Payment of Termination Fee” beginning on page 48.

Material U.S. Federal Income Tax Consequences 

(page 31)

Following the consummation of the Transaction, each of Meridian and Seller will continue to be subject to United States Federal income taxation on its taxable income, if any, such as interest income, gain from the sale of assets or income from operations. Seller will recognize gain or loss with respect to the sale of our assets in an amount equal to the fair market value of the consideration received for each asset over our adjusted tax basis in the asset sold.

Except for Meridian shareholders who exercise dissenters’ rights in connection with the Transaction, we do not expect that our shareholders will recognize any gain or loss for United States Federal income tax purposes as a result of the Transaction.

Please see the section of this Information Statement entitled “The Transaction—Material U.S. Federal Income Tax Consequences of the Transaction” beginning on page 31 for a more complete discussion of the material U.S. federal income tax consequences of the Transaction.

Change of Corporate Name 

(page 28)

On February 19, 2018, Meridian’s Board of Directors unanimously approve the change of our corporate name from Meridian Waste Solutions, Inc. to Attis Industries Inc. (the “Name Change”) subject to the closing of the Transaction and the amendment of our Certificate of Incorporation to effect the Name Change. Subsequent to Meridian’s Board of Directors’ approval of the Amendment, the Consenting Shareholders, on February 23, 2018, approved by written consent, the Amendment, subject to the closing of the Transaction.

Additional Information 

(page 53)

You can find more information about the Company in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 and at the website maintained by the SEC at www.sec.gov.

Please see the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 53.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers address briefly some questions you may have regarding the Purchase Agreement and the Transaction. These questions and answers may not address all questions that may be important to you as a shareholder of Meridian. You should read the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement.

Under Sections 910 of the BCL, if the Transaction is completed, subject to compliance with the requirements of Sections 623 and 910 of the BCL, holders of shares of Common Stock (other than the Consenting Shareholders), will have the right to receive from Meridian in cash, the “fair value” of, their shares of Common Stock (as determined by the Court), together with interest, if any, as determined by the Court, but only if they strictly comply with the procedures and requirements set forth in Sections 623 and 910 of the BCL (“Sections 623 and 910”), including forfeiting their shares of Meridian’s Common Stock. In order to exercise your dissenters’ rights, you must submit a written objection to the Transaction no later than 20 days after the date of the mailing of this notice and Information Statement, which 20th day is __________, 2018, and comply precisely with the requirements of Sections 623 and 910, which are summarized in the accompanying Information Statement.

The receipt of cash in exchange for shares of Common Stock pursuant to the Transaction generally will be a taxable transaction for U.S. federal income tax purposes. Except for Meridian shareholders who exercise dissenters’ rights in connection with the Transaction, we do not expect that our shareholders will recognize any gain or loss for United States Federal income tax purposes as a result of the Transaction. Please see the discussion in the section entitled “The Transaction – Material U.S. Federal Income Tax Consequences of the Transaction,” beginning on page 31, for a more detailed description of the U.S. federal income tax consequences of the Transaction. You should consult your own tax advisor for a full understanding of how the Transaction will affect your U.S. federal, state, local and foreign taxes.

For a discussion of the factors that the Board considered in determining to approve the Purchase Agreement, please see the section of this Information Statement entitled “The Transaction—Reasons for the Transaction; Recommendation of the Special Committee and the Board.” In addition, in determining to approve the Purchase Agreement, the Special Committee and the Board were aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s shareholders generally. Please see the section of this Information Statement entitled “The Transaction—Interests of the Company’s Directors and Executive Officers in the Transaction.”

Under certain circumstances, if the Purchase Agreement is terminated, a Termination Fee may be payable by the Company. Please see the section of this Information Statement entitled “The Purchase Agreement—Fees and Expenses—Payment of Termination Fee” beginning on page 48.

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (770) 691-6350 or by mail to Meridian Waste Solutions, Inc., One Glenlake Parkway NE, Suite 900, Atlanta, Georgia 30328. We will promptly send additional copies of this Information Statement upon receipt of such request.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Information Statement regarding the proposed Transaction, the expected timetable for completing the proposed Transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed Transaction, future opportunities for each of Buyer, Meridian and Seller, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of Meridian constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecast,” “intends,” “may,” “objective,” “plans,” “potential,” “predicts,” “should,” “targets,” or “will” and their variants and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed Transaction in the time frame expected by the parties or at all; the satisfaction of the conditions to the consummation of the proposed Transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with current and prospective employees, suppliers, distributors, customers and competitors; the ability of third parties to fulfill their obligations relating to the proposed transaction; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended by Form 10-K/A on May 31, 2017, and subsequent reports on Forms 10-Q and 8-K filed with the SEC, all of which are or may in the future be incorporated by reference into this Information Statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

THE PARTIES

Meridian Waste Solutions, Inc. and Meridian Waste Operations, Inc.

Meridian Waste Solutions, Inc. is a New York holding company, which owns all of the outstanding capital stock of Seller. Seller is centered on residential and commercial waste collection and disposal since 2014. Seller, directly and indirectly through its wholly-owned subsidiaries, Meridian Waste Missouri, LLC, a Missouri limited liability company, Meridian Waste Georgia, LLC, a Georgia limited liability company, Meridian Waste Virginia, LLC, a Virginia limited liability company and Meridian Waste Maryland, LLC, a Maryland limited liability company (collectively, the “Acquired Parent Entities”), operates in St. Louis, Missouri and Richmond, Virginia, servicing over 130,000 residential, commercial, industrial and governmental customers. In addition to a fleet of commercial, residential and roll off trucks, Seller operates three transfer stations, one recycling facility and three municipal solid waste landfills.

Meridian generally operates three lines of business: solid waste (the “Solid Waste Business”) through the subsidiaries of Seller; technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. Meridian’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. Meridian’s Common Stock is listed on the Nasdaq Capital Market, which we refer to as “Nasdaq,” under the trading symbol “MRDN.” Meridian’ principal executive office is located at One Glenlake Parkway NE, Suite 900, Atlanta, Georgia 30328, and its telephone number is (770) 691-6350.

Meridian Waste Acquisitions, LLC

Meridian Waste Acquisitions, LLC (“Buyer”) is a Delaware limited liability company, which was formed on February 9, 2018, solely for the purpose of engaging in the Transaction. Buyer has not engaged in any business other than in connection with, or related to, the Transaction, and upon the consummation of the Transaction, Buyer will exist to hold the membership interests in the Acquired Parent Entities. Buyer’s principal executive office is located at 320 1^st St. N, Suite #608, Jacksonville Beach, FL 32250, and its telephone number is (904) 746-3361.

THE TRANSACTION

Overview

Under the terms of the Purchase Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Buyer will purchase from Seller all of the membership interests in the Acquired Parent Entities. The Board approved the Purchase Agreement and recommended that the Company’s shareholders vote to adopt the Purchase Agreement. Pursuant to the Purchase Agreement, at the time the Transaction closes (the “Closing”) in consideration of $100,000, the Company will issue to the Buyer a warrant (the “Warrant”) to purchase shares of common stock, par value $0.025 (“Common Stock”), of the Company, equal to two percent of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis as of the time of issuance of the Warrant (subject to adjustment as set forth therein).

Background of the Transaction

The Company’s board of directors (the “Board”) and management team continually review the Company’s long-term strategic plan, with the goal of maximizing shareholder value. As a component of such review, the Board and management periodically evaluate potential alternatives to the Company’s current plan, including strategic transactions involving third parties.

From time to time, Mr. Cosman, Chairman of the Board and Chief Executive Officer of the Company, engaged in informal discussions with representatives of Warren Equity Partners (“WEP”), Company A and other companies about a strategic transaction with the Company, including a possible acquisition of the Company at the appropriate time. During 2016 and 2017, representatives of Meridian have held preliminary discussions with over 100 investors or potential acquirers for its Solid Waste Business.

On Friday, July 14, 2017, representatives of Cozen O’Connor P.C., counsel to the Company (“Cozen O’Connor”), spoke to representatives of counsel to Company A regarding a potential acquisition of Meridian’s Solid Waste Business or an investment in such business.

On Thursday, July 13, 2017, representatives of Garden State Securities, Inc. introduced WEP to Meridian by e-mail.

On Wednesday July 19, 2017, WEP and Meridian executed a non-disclosure agreement.

On Tuesday, August 1, 2017, representatives of Meridian and Cozen O’Connor held a conference call with a potential investment banker to advise the Board (or a committee thereof) with respect to a potential acquisition of Meridian’s Solid Waste Business or an investment in such business.

On Tuesday, August 1, 2017, representatives of WEP and Meridian spoke by phone to discuss a potential acquisition of Meridian’s Solid Waste Business or an investment in such business.

On Monday, August 7, 2017, representatives of WEP requested information from Meridian by email to understand the capital structure of the company and preliminary due diligence in order to evaluate the company for a transaction.

On Thursday, August 10, 2017, Mr. Cosman met in person with representatives of WEP regarding a potential acquisition of Meridian’s Solid Waste Business or an investment in such business, during which WEP indicated its intent to submit a term sheet for such transaction to Meridian.

On Monday, August 14, 2017, representatives of WEP, Meridian and Cozen O’Connor held a conference call to discuss potential structures for a transaction.

On Friday, August 18, 2017, representatives of WEP sent representatives of Meridian an initial letter of intent for the acquisition of a majority interest in Meridian’s Solid Waste Business.

On Sunday, August 20, 2017, the Board held a special meeting to discuss WEP’s initial letter of intent. During the special meeting, representatives of Cozen O’Connor summarized the terms contained in such letter and intent and reviewed the Board’s obligations under New York law. Representatives of Cozen O’Connor and management of the Company reviewed certain related party components of a potential transaction in connection with a management incentive plan (the “Management Incentive Plan”) that would cover Messrs. Cosman and Hall. Following a discussion, the Board formed the Special Committee, consisting of Thomas J. Cowee, Jackson Davis and Joseph Ardagna, each of whom is an independent director with no personal interest in the Transaction that would not be generally shared by all other shareholders of the Company, to evaluate the Transaction and other alternatives available to the Company and to otherwise represent the interests of our shareholders. Among other things, the Board granted the Special Committee authority to reject any transaction it determined is not fair to or otherwise not in the best interests of the Company and its shareholders. The Special Committee also had the authority to engage its own legal, financial and other advisors and received advice throughout the negotiations from such advisors. The Special Committee carefully reviewed and considered the terms and conditions of the Purchase Agreement and the Transaction.

On Monday, August 21, 2017, representatives of WEP spoke by conference call with a member of the Special Committee to discuss the letter of intent.

During the weeks of August 21, 2017 and August 28, 2017, the Special Committee interviewed counsel and financial advisors to advise on the proposed transaction or alternative transactions.

On Thursday, August 24, 2017, Meridian received a letter (the “Nasdaq Letter’) from the staff of the Nasdaq Capital Market stating that, based on Meridian’s financial statements at June 30, 2017, Meridian is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires Meridian’s shareholders’ equity to be at least $2.5 million for continued listing. As of June 30, 2017, Meridian had a shareholder deficit of $1,771,762.

On Wednesday, August 30, 2017, the Special Committee met to review the status of a potential transaction with WEP or other parties. The Special Committee unanimously decided to delay selection of special counsel and a financial advisor until a later time.

On Tuesday, September 5, 2017, the Special Committee met to review the status of a potential transaction with WEP and alternative transactions.

On Wednesday, September 6, 2017, representatives of Meridian met with representatives of Company. And Goldman Sachs Specialty Lending Group, L.P. (“GSSLG”), in its capacity as the lender under the Credit Agreement, in New York City to discuss a potential transaction. Following the meeting, the representatives of Company A indicated their intent not to proceed with a transaction.

On Friday, September 8, 2017, the Special Committee met with Mr. Cosman to receive and update on potential transaction.

During October and early November 2017, representative of WEP and GSSLG corresponded regarding a potential transaction.

During the week of November 3, 2017, representatives of WEP corresponded with members of the Special Committee regarding a potential transaction.

On Friday, November 10, 2017, representatives of WEP sent the Special Committee a revised letter of intent for the acquisition of a controlling interest in Meridian’s Solid Waste Business. The revised letter of intent contemplated, among other things, the acquisition of the Solid Waste Business in exchange for the satisfaction of Meridian’s debt under the Credit Agreement and assumption of operating indebtedness of the Solid Waste Business and payment of $3 million to Meridian, excluding certain promissory notes payable for an aggregate principal amount of $1.475 million (the “Legacy Notes”). Meridian would retain a 5% interest in the new company’s junior class of equity and management of the Solid Waste Business, including Mr. Hall, would be eligible to participate in a management incentive plan. WEP would also receive a warrant to acquire 5% of the fully-diluted shares of Meridian’s Common Stock.

On Tuesday, November 21, 2017, the Special Committee retained Lowenstein Sandler LLP (“Lowenstein”) as counsel to the Special Committee.

On Sunday, November 26, 2017, the Special Committee and the Company each provided comments to WEP’s letter of intent, draft of November 10, 2017. Representatives of Cozen O’Connor sent such comments to representatives of Akerman LLP (“Akerman”), WEP’s counsel.

On Tuesday, November 28, 2017, representatives of Akerman provided further comments to WEP’s letter of intent.

On Thursday, November 30, 2017, representatives of Akerman, Cozen O’Connor and Lowenstein held a conference call to discuss transaction procedures.

On Friday, December 1, 2017, representatives of Cozen O’Connor and Lowenstein corresponded regarding potential interests of Messrs. Cosman and Hall in the Transaction, including employment opportunities with Buyer and certain financial guarantee issued by Mr. Cosman in favor of the Acquired Entities, which would be released in connection with the Transaction. 

On Monday, December 4, 2017, representatives of Cozen O’Connor circulated a revised draft of the letter of intent to representative of Akerman and Lowenstein, which reflected, among other things, the following changes to the proposed terms: the make-up of the board of managers of the new entity to be formed in connection with such transaction would have fewer designees of Meridian, reduced the size of the management incentive pool and increased the size of Meridian’s ownership in the new company from 5% to 11%.

On Tuesday, December 5, 2017, representatives of Akerman circulated a revised draft of the letter of intent to representatives of Cozen O’Connor and Lowenstein to reflect, among other things, changes to the compensation of the new company’s managers.

Later on Tuesday, December 5, 2017, representatives of Cozen O’Connor circulated a further revised letter of intent reflecting non-substantive changes thereto.

On Wednesday, December 6, 2017, representatives of WEP and the Special Committee exchanged signature pages to the letter of intent. The revised letter of intent contemplated, among other things, the acquisition of the Solid Waste Business in exchange for the satisfaction of Meridian’s debt under the Credit Agreement and assumption of operating indebtedness of the Solid Waste Business, except with respect to the Legacy Notes, and payment of $3 million to Meridian. Meridian would retain an 11% interest in the new company’s junior class of equity and management of the Solid Waste Business would be eligible to participate in the Management Incentive Plan. WEP would also receive a warrant to acquire 5% of the fully-diluted shares of Meridian’s Common Stock. In addition, Meridian granted WEP exclusivity with respect to any acquisition or financing during a period ending 60 days after execution of the letter of intent and an obligation to reimburse WEP for 50% of its transaction expenses, up to a maximum of $750,000 under certain events.

Following execution of the letter of intent and continuing through execution of the Purchase Agreement, WEP, Akerman, Meridian, Cozen O’Connor and other advisors to WEP and Meridian engaged financial, business and legal due diligence.

On Friday, December 21, 2017, representatives of WEP, Akerman, Meridian, Cozen O’Connor and Richard J. Dreger, Attorney at Law, P.C., counsel to Meridian, had a call to discuss real estate due diligence matters.

On Saturday, December 23, 2017, representatives of Lowenstein received an initial draft of the definitive Purchase Agreement. WEP proposed to acquire the Acquired Entities through the purchase of the membership interest of all of the Acquired Parent Entities, along with a warrant to acquire 5% of the issued and outstanding shares of Common Stock of Meridian on a fully-diluted basis at the time of exercise, in exchange for a cash purchase price, assumption of the Acquired Companies’ indebtedness and a minority ownership interest in Buyer. Lowenstein circulated WEP’s draft Purchase Agreement to Cozen O’Connor and members of the Special Committee for their review.

On Friday, December 29, 2017, representatives of Cozen O’Connor transmitted a revised draft of the definitive Purchase Agreement to Akerman. Meridian proposed, among other things, calculating the number of shares subject to the warrant at the time of issuance, eliminating an escrow agreement with respect to the working capital adjustment and elimination of closing conditions for Buyer obtaining debt financing and completing due diligence.

On Tuesday, January 2, 2018, the Special Committee engaged the Benchmark Company to evaluate the fairness, from a financial point of view, to the holders of the Company’s shares of the consideration to be received by Meridian pursuant to the Purchase Agreement.

On Friday, January 5, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a revised draft of the definitive Purchase Agreement. WEP proposed, among other things, reversing certain of the changes proposed by Meridian in its December 29, 2017 draft, including with respect to an escrow account for the purchase price adjustment, setting the maximum Seller Parties’ termination fee at $3,500,000 and inserting ae release of the Acquired Entities by Seller Parties and its affiliates.

On Wednesday, January 10, 2018, the Board held a special meeting with representatives of Cozen O’Connor and Lowenstein in attendance. The Board reviewed the status of the proposed transaction with WEP and asked question. The Special Committee held a closed door session with representatives of Lowenstein.

Later, on Wednesday, January 10, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a summary of the key terms applicable to Buyer’s operating agreement with respect to Seller Parties’ minority ownership interest therein. Representatives of Cozen O’Connor circulated such term to Meridian’s management and Lowenstein for consideration.

On Monday, January 15, 2018, representatives of Cozen O’Connor transmitted to representatives of Akerman and Lowenstein a revised summary of the key terms applicable to Buyer’s operating agreement, reflecting comments from Meridian’s management and the Special Committee. Such revised summary was provided to the Benchmark Company.

On Wednesday, January 17, 2018, in connection with a Series F Preferred Stock financing contemplated by Meridian, Mr. Cosman sent Mr. Wacaster of WEP a draft of a waiver of WEP’s exclusivity rights with respect to such financing (the “Waiver”).

On Thursday, January 18, 2018, representatives of Cozen O’Connor transmitted a revised draft of the definitive Purchase Agreement to Akerman. Meridian proposed, among other things, revisions to the Acquired Entities’ representations and warranties, adjustments to the threshold and cap with respect to the Seller Parties’ indemnification agreement, and proposing a lower maximum on Seller Parties’ termination fee.

Later, on Thursday, January 18, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor and Lowenstein a revised summary of the key terms applicable to Buyer’s operating agreement. Representatives of Cozen O’Connor provided such revised summary to the Benchmark Company.

On Friday, January 19, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor comments to the Waiver.

On Saturday, January 20, 2018, representatives of Cozen O’Connor transmitted to Akerman and Lowenstein a revised schedule of terms applicable to the warrant. Meridian proposed, among other things, removal of anti-dilution protection for the warrant to be issued at the closing of the Transaction.

On Tuesday, January 23, 2018, the Special Committee on behalf of Meridian and WEP exchanged execution versions of the Waiver and signature pages thereto.

On Monday, January 29, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a revised draft of the definitive Purchase Agreement. WEP proposed, among other things, revising the purchase price to (i) $3 million cash consideration, (ii) satisfaction of the Company’s outstanding indebtedness under the Credit Agreement, except with respect to $4 million, and (iii) assumption of the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness, other than the Legacy Notes. In addition, WEP eliminated the issuance of a minority interest of Buyer to Meridian and removed its prior proposal for a working capital adjustment. The draft of January 29, 2018 also included a requirement that Meridian deliver certain amendments to employment agreements at the signing of the Purchase Agreement and added closing conditions with respect to employee benefit and real property matters, among other conditions.

On Wednesday, January 31, 2018, representatives of Cozen O’Connor and Akerman held a call to review a draft of the schedules to the Purchase Agreement.

On Thursday, February 1, 2018, the Board held a special meeting with representatives of Cozen O’Connor and Lowenstein in attendance. The Board reviewed the status of the proposed transaction with WEP and the latest draft of the Purchase Agreement. The Board asked questions of Mr. Cosman and Cozen O’Connor. The Special Committee held a closed door session with representatives from Lowenstein and the Benchmark Company, during which the Benchmark Company summarized its analysis and delivered its oral opinion.

Later on Thursday, February 1, 2018, representatives of Cozen O’Connor and Akerman held a call to review a draft of the Purchase Agreement.

On Friday, February 2, 2018, representatives of Cozen O’Connor transmitted a revised draft of the definitive Purchase Agreement to Akerman. Meridian proposed, among other things, that Buyer would satisfy $89.976 million of the Company’s outstanding indebtedness under the Credit Agreement, revisions to the Seller Parties’ and the Acquired Entities’ representations and warranties, extending the period during which the Company may deliver shareholder consent to 12:00 p.m. on the third business day following the execution of the Purchase Agreement, and reducing the termination fee in connection with a failure to obtain shareholder approval to $1 million.

Later on Friday, February 2, 2018 representatives of Akerman transmitted to representatives of Cozen O’Connor a request to extend to exclusivity paragraph referred to in the Exclusivity paragraph of the LOI to February 9, 2018 (the “February 2 Extension Letter”).

On Friday, February 9, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a revised draft of the definitive Purchase Agreement. WEP proposed, among other things, reducing the amount of the Company’s outstanding indebtedness under the Credit Agreement that Buyer would satisfy to $75.8 million, resulting in the Company retaining approximately $6.6 million under the Credit Agreement, and extending the latest termination date of the Purchase agreement to April 30, 2018. The draft of February 9, 2018 also provided that Seller Parties would be required to pay Buyer an additional $2.5 million in the event the Acquired Entities are acquired within twelve months of the shareholders rejecting the Transaction.

Later on Friday, February 9, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a request to extend to exclusivity paragraph referred to in the Exclusivity paragraph of the LOI to February 16, 2018 (the “February 9 Extension Letter”).

During the late afternoon on Friday, February 9, 2018, representatives of Akerman, Cozen O’Connor and the Company attended a call to discuss due diligence matters.

On Saturday, February 10, 2018 representatives of Akerman and Cozen O’Connor held a conference call to discuss the status of the Transaction and the latest draft of the Purchase Agreement.

On Sunday, February 11, 2018, Meridian and WEP exchanged signature pages to the February 9 Extension Letter.

On Monday, February 12, 2018, representatives of Cozen O’Connor transmitted a revised draft of the definitive Purchase Agreement to Akerman reflecting further comments to such agreement.

On Wednesday, February 14, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a revised draft of the definitive Purchase Agreement. WEP proposed, among other things, additional closing conditions with respect to filings for the Company’s employee benefit plans.

On Thursday, February 15, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a request to extend to exclusivity paragraph referred to in the Exclusivity paragraph of the LOI to 11:59 p.m. Eastern Time on February 20, 2018 (the “February 15 Extension Letter”).

Later on Thursday, February 15, 2018, representatives of Cozen O’Connor transmitted a revised draft of the definitive Purchase Agreement to Akerman reflecting further comments to such agreement.

On Friday, February 16, 2018, Meridian and WEP exchanged signature pages to the February 15 Extension Letter.

Later on Friday, February 16, 2018, representatives of Akerman transmitted to representatives of Cozen O’Connor a revised draft of the definitive Purchase Agreement reflecting minor comments to such agreement.

At approximately 12:15 p.m. Eastern Time on February 19, 2018, the full Board held a telephonic meeting with all directors participating to consider revisions to the transaction terms and status of the transaction. At approximately 1:00 p.m. Eastern Time, the Special Committee convened a telephonic meeting to consider such revised proposals from Buyer and the Seller Parties. All of the members of the Special Committee participated in the meeting as well as representatives of Lowenstein and representatives of the Benchmark Company. The Special Committee asked the representatives from the Benchmark Company to explain the primary changes that occurred, if any, from their February 1, 2018 analysis.  Discussion ensued and at the conclusion of such discussion, the representatives from the Benchmark Company delivered an oral opinion that the consideration to be received by the Company in the Transaction by Buyer was, fair, from a financial point of view, to the Company’s shareholders.  The representatives from the Benchmark Company then departed, and discussion then ensued in which the Special Committee discussed, among other things, (i) the likely impact on the Company and its shareholders if the Company did not execute the definitive Purchase Agreement and consummate the Transaction; (ii) the potential risks that could prevent the Transaction from being consummated; (iii) management’s proposed plans for servicing the indebtedness that would be retained following the Transaction; (iv) the Benchmark Company’s fairness opinion; and (vi) the Company’s financial condition and the apparent lack of superior options to the Transaction.  After considering such matters as well as those discussed during the full Board meeting, the Special Committee approved the Transaction and recommended that the full Board approve the Transaction and authorize the execution of the definitive Purchase Agreement.

The Benchmark Company delivered its oral opinion, which was confirmed in writing later that same day, that the consideration to be received in the Transaction by the Company was, fair, from a financial point of view, to the Company’s shareholders.

The Special Committee then unanimously approved the revised proposal from Buyer, the Transaction and the Purchase Agreement. The Special Committee also resolved to recommend that the Board approve the revised proposal from Buyer, the Transaction and the Purchase Agreement.

At approximately 1:20 p.m. Eastern Time on February 19, 2018, the full Board rejoined a telephonic meeting with all directors participating to consider the recommendation by the Special Committee. Also participating in the meeting were representatives of Cozen O’Connor and representatives of Lowenstein. The Board was given the opportunity to ask questions of the Special Committee and Lowenstein. After all questions had been answered, Mr. Cowee, chairman of the Special Committee, reported that the Special Committee had unanimously approved the revised proposal from Buyer, the Transaction and the Purchase Agreement and recommended that the Board approve the revised proposal, the Transaction and the Purchase Agreement. The Board unanimously approved the revised proposal from Buyer, the Transaction and the Purchase Agreement. The Board also approved submitting the Purchase Agreement to the Consenting Shareholders, whose shares constituted a two-thirds majority of the Total Votes, for adoption.

The Purchase Agreement was fully-executed at approximately 9:15 a.m. Eastern Time on Tuesday, February 20, 2018.

The execution of the Purchase Agreement was announced by press release at 9:21 a.m. Eastern Time on Tuesday, February 20, 2018.

The shareholder consent was executed by the Consenting Shareholders, who collectively held approximately 66.8% of the Total Votes, and delivered to the Secretary of the Company and to Buyer at approximately 11:30 a.m. Eastern Time on Friday, February 23, 2018.

The Acquisition Proposal Review Period expired at 12:00 p.m. Eastern Time on Friday, February 23, 2018, without any Acquisition Proposals being received.

On Tuesday, February 27, 2018, Meridian filed a Current Report on Form 8-K regarding Meridian’s intent to appeal Nasdaq’s determination that Meridian does not meet the Shareholders’ Equity Requirement pursuant to the terms of an extension granted in connection with a plan submitted by Meridian in response to the Nasdaq Letter.

Required Approval of the Transaction; Record Date; Action by Shareholder Consent

Under New York law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Purchase Agreement and the consummation of the Transaction by the Company’s shareholders required the affirmative vote or written consent of the holders of at least two-thirds of the votes of all outstanding shares of entitled to vote on such matters (collectively, the “Total Votes”). In addition, the Name Change requires the approval of a majority of the Total Votes.

On February 19, 2018, the record date, there were 16,764,754 shares of Common Stock outstanding, 51 shares of Series A Preferred Stock outstanding, 106,950 shares of Series D Preferred Stock outstanding, and 233,500 shares of Series E Preferred Stock outstanding, representing 40,492,963 Total Votes, held by 163 shareholders of record. After execution and delivery of the Purchase Agreement by all parties thereto, on February 23, 2018, the Consenting Shareholders delivered to the corporate secretary of the Company an irrevocable written consent adopting the Purchase Agreement and approving the consummation of the Transaction. As of February 19, 2018, the record date, the Consenting Shareholders collectively held shares representing approximately 66.8% of the Total Votes. Accordingly, the adoption of the Purchase Agreement by the Company’s shareholders was effected in accordance with Section 909 of the BCL on February 23, 2018. No further approval of the shareholders of the Company is required to adopt the Purchase Agreement and approve the consummation of the Transaction. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Purchase Agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the Purchase Agreement and the consummation of the Transaction.

Federal securities laws provide that the Transaction may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s shareholders. Therefore, notwithstanding the execution and delivery of the shareholder consent (which was obtained shortly after the execution of the Purchase Agreement), the Transaction will not occur until that time has elapsed. We currently expect the Transaction to be completed by April 16, 2018, subject to the satisfaction of the other conditions to closing in the Purchase Agreement. However, there can be no assurance that the Transaction will be completed on or prior to that time, or at all.

Reasons for the Transaction; Recommendation of the Special Committee and the Board

As described above under “—Background of the Transaction,” our Board formed a Special Committee on August 20, 2017, consisting of Thomas J. Cowee, Jackson Davis and Joseph Ardagna, each of whom is an independent director with no personal interest in the Transaction that would not be generally shared by all other shareholders of the Company, to evaluate the Transaction and other alternatives available to the Company and to otherwise represent the interests of our shareholders.

The Board delegated to the Special Committee the Board’s power and authority with respect to the review and evaluation of possible transactions, such as the Transaction, including, among other things, the power and authority to evaluate, recommend, and to explore and solicit other possible transactions and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with third parties, and/or adopt any measures, in response to or in connection with possible transactions, all as may be determined by the Special Committee in its sole discretion. Among other things, the Special Committee had authority to reject any transaction it determined is not fair to or otherwise not in the best interests of the Company and its shareholders. The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. The Special Committee evaluated, with the assistance of its legal and financial advisors, the Purchase Agreement and the Transaction, as more fully described under “The Transaction” and “The Purchase Agreement,” and, on February 19, 2018 the Special Committee unanimously approved the Transaction and recommended that the full Board approve the Transaction and authorize the execution of the Purchase Agreement. Further, the Board believes that the Purchase Agreement and the Transaction, are fair to the Company’s shareholders.

On February 19, 2018, on the basis of the Special Committee’s recommendation and the other factors described below, the Board unanimously:

In determining that the Purchase Agreement is advisable and in the best interests of the shareholders of the Company, and approving the Purchase Agreement, the Transaction and the other transactions contemplated thereby, and recommending that the Company’s shareholders vote for the adoption of the Purchase Agreement, the Board, expressly and unanimously adopted the analysis of the Special Committee, which is discussed below.

In reaching its determination to proceed with the Transaction, and to recommend to our shareholders the approval of the Transaction, the Special Committee and the Board considered various material factors, which are discussed below. The Special Committee and the Board did not consider it practical to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. Furthermore, individual directors may have given different weight to different considerations. The Special Committee and the Board considered these factors as a whole, and overall considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. Among the material factors considered by the Special Committee and the Board were the following:

Procedural Safeguards

In the course of reaching the determinations and decisions, and making the recommendation described above, the Special Committee and the Board also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present to ensure the fairness of the Transaction and to permit the Special Committee and the Board to represent the Company’s shareholders, each of which safeguards the Special Committee believed supported its decision and provided assurance of the fairness of the Transaction to the Company’s shareholders:

Risks and Potentially Negative Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee and the Board considered the following risks and potentially negative factors relating to the Purchase Agreement and the Transaction:

During its consideration of the transaction with Buyer, the Special Committee and the Board were also aware of and considered the fact that certain of the Company’s executive officers and directors have financial interests in the Transaction that may be different from or in addition to those of other shareholders, as more fully described in “—Interests of the Company’s Directors and Executive Officers in the Transaction.”

Opinion of the Special Committee’s Financial Advisor

The Special Committee retained The Benchmark Company, LLC (the “Benchmark Company”) to render to the Special Committee an opinion as to the fairness, from a financial point of view, to the Company’s shareholders of the consideration to be received by the Company in the Transaction. The Benchmark Company is an independent investment banking firm focused on providing financial advice on mergers and acquisitions and raising institutional capital to meet the growth objectives of its clients. The Benchmark Company is regularly engaged in providing valuation analyses, evaluating and proposing financial and strategic alternatives and rendering, if required or desired, fairness opinions. The Special Committee selected the Benchmark Company to act as the Special Committee’s financial advisor on the basis of the Benchmark Company’s experience in similar transactions and its reputation in the investment community.

At the February 19, 2018 meeting of the Special Committee, the Benchmark Company delivered to the Special Committee its oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Benchmark Company in preparing its opinion, the consideration to be received by Meridian in the Transaction pursuant to the Purchase Agreement was fair to Meridian’s shareholders from a financial point of view.

The full text of the Benchmark Company written opinion dated February 19, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by the Benchmark Company in rendering its opinion, is attached as Annex B to this Information Statement and is incorporated in its entirety herein by reference. The following summary of the Benchmark Company’s opinion is qualified in its entirety by reference to the full text of the opinion. The Company’s shareholders are urged to, and should, carefully read the Benchmark Company written opinion in its entirety. The Benchmark Company delivered its opinion to the Special Committee in connection with and for purposes of its evaluation of the fairness, from a financial point of view, to the Company’s shareholders of the consideration to be received by the Company in the Transaction. The Benchmark Company was not requested to opine as to, and its opinion did not address any other terms or other aspects or implications of the Transaction or related transactions and no opinion or view was expressed as to the relative merits of the Transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. The Benchmark Company also expressed no opinion or recommendation as to whether any shareholder should consent to, or act in connection with, the Transaction, any related transactions or any other matter.

In connection with its opinion, the Benchmark Company, among other things reviewed and considered:

In arriving at its opinion, the Benchmark Company assumed and relied upon, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and do not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised the Benchmark Company that the financial projections reviewed by the Benchmark Company were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Acquired Entities, and the Benchmark Company expressed no opinion with respect to such projections or the assumptions on which they are based.

The Benchmark Company did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity. The Benchmark Company also did not evaluate the solvency, creditworthiness or fair value of the Company, the Acquired Entities, the Buyer or any other participant in the Transaction, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters. The Benchmark Company assumed that the Transaction and related transactions would be consummated on terms substantially similar to those set forth in the most recent draft Purchase Agreement provided to the Benchmark Company. The Benchmark Company also assumed, at the direction of the Company, that the final executed Purchase Agreement would not differ in any material respect from the draft of the Purchase Agreement reviewed by the Benchmark Company.

Certain Effects of the Transaction

Upon consummation of the Transaction, the Acquired Entities will become direct and indirect wholly-owned subsidiaries of Buyer. Buyer does not beneficially own, nor will it beneficially own, prior to the closing date, any shares of Meridian capital stock. If the Transaction is consummated, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Buyer will purchase from Seller all of the membership interests in the Acquired Parent Entities. The Acquired Parent Entities will continue to exist immediately following the Transaction as wholly-owned subsidiaries of Buyer.

Additionally, Meridian, Seller and Mr. Cosman will cease their solid waste operations and be restricted from providing non-hazardous solid waste collection, transfer and disposal services within Missouri and Virginia of the type currently conducted by the Acquired Entities for a period of five years pursuant to the Purchase Agreement. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Solid Waste Business. Notwithstanding the sale of the Solid Waste Business by the Seller Parties, subject to the terms and limitations set forth in the Purchase Agreement, the Seller Parties will continue to indemnify the Buyer and its affiliates, including the Acquired Entities after the closing of the Transaction, and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) on a joint and several basis and hold each of them harmless from an against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with (i) the breach or inaccuracy of any representation or warranty of the Seller Parties contained in the Purchase Agreement or in any certificate delivered pursuant thereto, without giving effect to certain materiality qualifiers, (ii) the breach, non-compliance or non-performance of any covenant, agreement or obligation of the Seller Parties contained in the Purchase Agreement, (iii) any claim by any officer or director of the Acquired Entities to indemnification or reimbursement by the Acquired Entities in connection with any losses arising out of or pertaining to matters existing or occurring at or prior to the closing of the Transaction, (iv) any outstanding indebtedness in existing as of the closing of the Transaction to the extent such indebtedness was not included in certain calculations required pursuant to the Purchase Agreement, (v) any transaction expenses of the Seller Parties or the Acquired Entities to the extent such expenses were not set forth in a certificate to be delivered at the closing of the Transaction, (vi) any liabilities of the Seller Parties or their subsidiaries other than the Acquired Entities, or (vii) certain third party claims against the an Acquired Entity that has been turned over to an insurance carrier for such Acquired Entity. Meridian will also continue to operate its Technologies Business and Innovation Business. In addition, Meridian will issue the Warrant to Buyer.

The issuance of the Warrant could have a dilutive effect on current shareholders in that the percentage ownership of the Company held by such current shareholders will decline as a result of the issuance of Common Stock issuable upon exercise of the Warrant. This means that our current shareholders will own a smaller interest in the Company as a result of the Warrant issuance and therefore have less ability to influence significant corporate decisions requiring shareholder approval. Issuance of the Common Stock issuable upon exercise of the Warrant could also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices of our Common Stock to decline.

The Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “MRDN.” Following the closing of the Transaction, Meridian’s Common Stock will continue trading on Nasdaq subject to Meridian’s compliance with Nasdaq’s continued listing standards.

On February 19, 2018, Meridian’s Board of Directors unanimously approved the Name Change subject to the closing of the Transaction and also approved the amendment of our Certificate of Incorporation to effect the Name Change. Subsequent to Meridian’s Board of Directors’ approval of the Amendment, the Consenting Shareholders, on February 23, 2018, approved by written consent, the Amendment, subject to the closing of the Transaction. To effect the Name Change, the Company will amend its Certificate of Incorporation. The form of the Certificate of Amendment is attached hereto as Annex D, and once effective, will amend the Certificate of incorporation to change the name of the Company to Attis Industries Inc. In the future, the Company may determine to amend the symbol under which its Common Stock trades on Nasdaq.

Effects on the Company if the Transaction is not Completed

If the Transaction is not completed for any reason, Meridian and Seller will not receive any payment in connection with the Transaction and will not be able to repay any of its indebtedness. Instead, the Acquired Entities will remain direct and indirect wholly-owned subsidiaries of Meridian and Seller, and Meridian’s shareholders will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Common Stock.

If the Transaction is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of the Common Stock may decline to the extent that the current market price of the Common Stock reflects a market assumption that the Transaction will be completed. If the Transaction is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the Purchase Agreement, under certain circumstances the Company, Seller and Buyer are permitted to terminate the Purchase Agreement. Please see the section of this Information Statement entitled “The Purchase Agreement—Termination.”

Under certain circumstances, if the Purchase Agreement is terminated, a Termination Fee may be payable by the Company to Buyer. Please see the section of this Information Statement entitled “The Purchase Agreement—Fees and Expenses—Payment of Termination Fee.”

Financing of the Transaction

The Transaction is subject to a financing condition. Buyer has received a term sheet for debt financing, which together with cash on hand and other available sources of financing, will be used to fund the proceeds of the Transaction.

Interests of the Company’s Directors and Executive Officers in the Transaction

Details of the beneficial ownership of the Company’s directors and executive officers of Common Stock are set out in the section of this Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” At the Effective Time, shares of capital stock held by the members of the Board and our executive officers will continue to be held by such officers and directors in the same manner as all outstanding shares of capital stock held by any other shareholder of Meridian.

In addition to their interests in the Transaction as shareholders, certain of the Company’s directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of the Company’s shareholders generally. You should be aware of these interests. The members of the Special Committee and the Board were aware of and considered these interests in reaching the determination to recommend the approval of the Purchase Agreement and deem the Purchase Agreement, the Transaction and the other transactions contemplated by the Purchase Agreement to be fair to, and in the best interests of, the Company and its shareholders. These interests include:

Treatment of Director and Executive Officer Capital Stock

As is the case for any shareholder, at the closing of the Transaction, shares of Meridian capital stock held by the members of the Special Committee, the Board and our executive officers will continue to be held by such individuals in the same manner as all outstanding shares of Meridian capital stock held by the other shareholders.

Golden Parachute Compensation

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Exchange Act, which requires disclosure of information about compensation for each “named executive officer” of the Company that is based on or otherwise relates to the proposed Transaction. The compensation in the table below is referred to as “golden parachute” compensation by the applicable SEC rules.

The table below summarizes the potential severance, accelerated vesting of unvested equity awards and other payments and benefits that each named executive officer that will receive any payments in connection with the Transaction could be entitled to receive from the Company if the Transaction is consummated. Of our named executive officers, only Walter H. Hall will receive any severance, accelerated vesting of unvested equity awards and other payments and benefits in connection with the Transaction. To the extent applicable, Meridian’s other named executive officers, Jeffrey S. Cosman and Christopher Diaz, have waived any severance, accelerated vesting of unvested equity awards and other payments and benefits in connection with the Transaction.

For purposes of calculating the amounts set forth in the table below, we have assumed that the compensation and benefits provided are not reduced in order to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code.

In connection with the Transaction, Meridian expects Mr. Hall to waive his right to receive (1) salary continuation of $400,000 through the end of the term of his employment agreement with Meridian, which would occur on March 11, 2019 and (2) health insurance and disability insurance benefits through the end of the term of his employment agreement with Meridian.

Compensation of the Special Committee

The Special Committee determined that each member of the Special Committee is entitled to receive from the Company, as compensation for serving on the Special Committee, a fee to be determined by the Board, as well as reimbursement of all reasonable costs incurred by such member in connection with his service on the Special Committee. The Board has not yet determined the aggregate amount of such consideration, but the Company anticipates that it will not exceed $50,000, to be shared among the members of the Special Committee. The Chairman shall receive a larger portion of such consideration than the other members of the Special Committee.

Director and Officer Indemnification

Under the Purchase Agreement, for a period of six years after the closing of the Transaction and subject to certain limitations described in the Purchase Agreement, Buyer will not amend, repeal or otherwise modify the indemnification obligations set forth in the Acquired Entities’ organizational documents in an manner that would adversely affect the rights thereunder of any person who on or prior to the closing of the Transaction was a director or officer.

For a more detailed description of the provisions of the Purchase Agreement relating to director and officer indemnification, please see the section of this Information Statement entitled “The Purchase Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Dividends

Pursuant to the Purchase Agreement, we are prohibited from causing the Acquired Entities to declare or pay any dividends on their capital interests.

Material U.S. Federal Income Tax Consequences of the Transaction

The following is a general summary of material U.S. federal income tax consequences to holders of shares of Meridian capital stock upon the sale of membership interests of the Acquired Parent Entities by Seller for cash and repayment or assumption of indebtedness pursuant to the Transaction. This summary is not a complete analysis of all potential U.S. federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax laws or U.S. federal estate or gift tax laws. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative rulings and court decisions, all as in effect as of the date hereof and all of which are subject to differing interpretations and/or change at any time (possibly with retroactive effect). Any such changes could affect the accuracy of the statements and conclusions set forth herein. This summary assumes that shareholders own shares of Meridian capital stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address U.S. federal income tax considerations that may be relevant to a holder in light of the holder’s particular circumstances, including without limitation, holders of shares of Meridian capital stock received in connection with the exercise of employee stock options or otherwise as compensation, holders that validly exercise their rights under New York law to request dissenters’ rights, or holders subject to special treatment under U.S. federal income tax law (such as insurance companies, banks, tax-exempt entities, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to market method of accounting, tax-deferred or other retirement accounts, holders subject to the alternative minimum tax, U.S. persons that have a functional currency other than the U.S. dollar, United States expatriates and certain former citizens or residents of the United States, “controlled foreign corporations,” “passive foreign investment companies,” or holders that hold shares of Common Stock as part of a hedge, straddle, integration, constructive sale or conversion transaction).

All holders of Meridian capital stock should consult their own tax advisors to determine the specific U.S. federal, state, local and foreign tax consequences that may be relevant to them in connection with the Transaction.

The proposed Transaction will be treated as a sale of corporate assets in exchange for cash. The proposed Transaction is a taxable transaction for U.S. federal income tax purposes upon which we will recognize gain or loss. The amount of gain or loss we recognize with respect to the sale of a particular asset will be measured by the difference between the amount realized by us on the sale of that asset and our tax basis in that asset. The determination of whether we will recognize gain or loss will be made with respect to each of the assets to be sold. Accordingly, we may recognize gain on the sale of certain assets and loss on the sale of certain others, depending on the amount of consideration allocated to an asset as compared with the basis of that asset. Further, the sale of certain assets may result in ordinary income or loss, depending on the nature of the asset. The determination of whether the Company will realize gain or loss on the Transaction and whether and to what extent the Company's tax attributes will be available is highly complex and is based in part upon facts that will not be known until the completion of the Transaction. Therefore, it is possible that the proposed Transaction will generate a U.S. federal income tax liability to the Company; however, Meridian believes that its tax assets can be used to mitigate any tax liabilities that may arise from the Transaction.

The proposed Transaction is entirely a corporate action. Our U.S. shareholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Transaction. Distributions, if any, to our U.S. shareholders will be taxable as dividends, if made out of current or accumulated earnings and profits. To the extent that distributions exceed current or accumulated earnings and profits, a distribution will be treated first as a return of capital to the extent of the shareholder's basis in the stock and then, as gain from the sale of the stock.

Unaudited Pro Forma Consolidated Financial Data

The following unaudited pro forma consolidated financial data gives effect to the Transaction. The unaudited pro forma consolidated balance sheet as of September 30, 2017 has been prepared assuming the Transaction occurred as of the date of such balance sheet. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016 have been prepared assuming that the Transaction occurred at the beginning of each respective period. The unaudited pro forma consolidated financial data is presented for informational purposes only and is not necessarily indicative of the results of future operations of the Company or the actual results of operations that would have occurred had the Transaction been consummated as of the dates indicated above. The unaudited pro forma consolidated financial data should be read in conjunction with the Company’s historical consolidated financial data and notes contained in the Company’s reports filed with the U.S. Securities and Exchange Commission.

The unaudited pro forma consolidated financial data should read in conjunction with the related notes in this Information Statement, our audited financial statements as of and for the period ended December 31, 2016 contained in our Annual Report on Form 10-K for the year ended December 31, 2016, as amended, and our unaudited financial statements contained in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2017.

THE PRO FORMA INFORMATION PRESENTED IS NOT NECESSARILY INDICATIVE OF THAT WHICH WOULD HAVE BEEN ATTAINED HAD THE TRANSACTION OCCURRED AT SUCH EARLIER DATE.

MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

September 30, 2017

(Unaudited)

Notes to the Unaudited Combined Pro forma Balance Sheet

(A) This column represents the consolidated balance sheet for our parent holding Company, Meridian Waste Solutions, Inc., as of September 30, 2017.

(B) This column represents the adjustment to the Company’s balance sheet for the sale of membership interests of the Acquired Entities.

(C) This column represents the consolidated balance sheet of the Company as of September 30, 2017, after giving effect to the Transaction.

MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)

Notes to the Unaudited Combined Pro forma Financial Statements

(A) This column represents the consolidated statement of operations for our parent holding Company, Meridian Waste Solutions, Inc., for the nine months ended September 30, 2017.

(B) This column represents the adjustment to the Company’s consolidated statement of operations for the sale of membership interests of the Acquired Entities.

(C) This column represents the consolidated statement of operations of the Company for the nine months ended September 30, 2017, after giving effect to the Transaction.

MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

(Unaudited)

Notes to the Unaudited Combined Pro forma Financial Statements

(A) This column represents the consolidated statement of operations for our parent holding Company, Meridian Waste Solutions, Inc., for the twelve months ended December 31, 2016.

(B) This column represents the adjustment to the Company’s consolidated statement of operations for the sale of membership interests of the Acquired Entities.

(C) This column represents the consolidated statement of operations of the Company for the twelve months ended December 31, 2016, after giving effect to the Transaction.

THE PURCHASE AGREEMENT

The following is a summary of the material provisions of the Purchase Agreement, a copy of which is attached to this Information Statement as Annex A, and which we incorporate by reference into this Information Statement. This summary does not purport to be complete, may not contain all the information about the Purchase Agreement that is important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Purchase Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Purchase Agreement and not by this summary or any other information contained in this Information Statement.

Explanatory Note Regarding the Purchase Agreement

The following summary of the Purchase Agreement, and the copy of the Purchase Agreement attached hereto as Annex A to this Information Statement, are intended to provide information regarding the terms of the Purchase Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Purchase Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The Purchase Agreement contains representations and warranties by the Company, Seller and Buyer which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those relevant to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Additional information about the Company may be found elsewhere in this Information Statement and the Company’s other public filings. See “Where You Can Find Additional Information” beginning on page 53.

The Transaction

Buyer, Meridian, Seller and Jeffrey S. Cosman, Chief Executive Officer and Chairman of Meridian entered into the Purchase Agreement on February 20, 2018. Under the terms of the Purchase Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Buyer will purchase from Seller all of the membership interests in the Acquired Parent Entities, which we refer to as the “Transaction.” Pursuant to the Purchase Agreement, at the time the Transaction closes (the “Closing”) in consideration of $100,000, the Company will issue to the Buyer a warrant (the “Warrant”) to purchase shares of Common Stock of the Company, equal to two percent of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis as of the time of issuance of the Warrant (subject to adjustment as set forth therein).

At the time of the Closing, Buyer will satisfy $75.8 million of the Company’s outstanding indebtedness under the Amended and Restated Credit and Guaranty Agreement dated February 15, 2017 among certain of the Acquired Entities, Meridian, and Goldman Sachs Specialty Lending Group, L.P. (as amended, the “Credit Agreement”) and assume the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness. Meridian estimates that it will retain the Legacy Notes and approximately $6.6 million of indebtedness under the Credit Agreement or a successor agreement.

If the Transaction is completed, you will retain your shares of the Company’s Common Stock and you will not be entitled to receive any cash proceeds of the Transaction.

Dissenting Shares

Under Sections 910 of the BCL, if the Transaction is completed, subject to compliance with the requirements of Sections 623 and 910 of the BCL, holders of shares of Common Stock (other than the Consenting Shareholders), will have the right to receive from Meridian in cash, the “fair value” of, their shares of Common Stock (as determined by the Supreme Court of the State of New York (the “Court”)), together with interest, if any, as determined by the Court, but only if they strictly comply with the procedures and requirements set forth in Sections 623 and 910 of the BCL (“Sections 623 and 910”), including forfeiting their shares of Meridian’s Common Stock. In order to exercise your dissenters’ rights, you must submit a written objection to the Transaction no later than 20 days after the date of the mailing of this notice and Information Statement, which 20^th day is __________, 2018, and comply precisely with the requirements of Sections 623 910, which are summarized in the accompanying Information Statement.

A copy of Sections 623 and 910 is included as Annex C to the Information Statement. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal of “fair value” of your shares, shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Section 623 and 910 will result in loss of the dissenters’ rights. You should be aware that the “fair value” of your shares of Common Stock as determined under Sections 623 and 910 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Purchase Agreement.

Representations and Warranties

The Purchase Agreement contains representations and warranties of the Company and Seller as to, among other things:

The Purchase Agreement also contains representations and warranties with respect to the Acquired Entities as to, among other things:

Some of the representations and warranties in the Purchase Agreement are qualified by materiality qualifications or a “material adverse effect” clause. For purposes of the Purchase Agreement, a “material adverse effect” means any change, event, occurrence or circumstance that individually or in the aggregate with all other change, events, occurrences and circumstances, results in, or would reasonably be expected to result in, a materially adverse effect on the business results of operations, condition (financial or otherwise), prospects, assets or liabilities of the Acquired Entities, taken as a whole, or on the ability of Meridian and Seller to perform their respective obligations under the Purchase Agreement or to consummate the Transaction, except to the extent resulting from: (A) changes in general local, domestic, foreign, or international economic conditions, (B) changes affecting generally the industry in which the Acquired Entities operate; (C) acts of war, sabotage or terrorism, military actions or the escalation thereof; (D) any changes in applicable law or accounting rules or principles, including changes in GAAP; (E) any other action required by the Purchase Agreement; (F) the announcement or pendency of the transactions contemplated by the Purchase Agreement; or (G) any change resulting from compliance by Meridian or Seller with the terms or the taking of any action contemplated or permitted by the terms of the Purchase Agreement or any other documents related to the Transaction, provided that such change, event, occurrence or circumstance does not affect the Acquired Entities, taken as a whole, in a substantially disproportionate manner.

Conduct of Business Pending the Transaction

The Purchase Agreement provides that, except as provided in the Purchase Agreement or as consented to in writing by Buyer, during the period from the date of the Purchase Agreement to the closing of the Transaction, Meridian and Seller will cause the Acquired Entities to, (A) conduct its businesses and operations in the ordinary course of business, (B) preserve intact its corporate existence and business organization, (C) use its commercially reasonable best efforts to preserve the goodwill and present business relationships (contractual or otherwise) with all customers, suppliers, resellers, employees, licensors, distributors and others having business relationships with it, (d) use its commercially reasonable best efforts to keep available the services of its current officers, directors, employees and consultants, (e) use its commercially reasonable best efforts to preserve in all material respects its present properties and its tangible and intangible assets, (f) comply in all materials respects with all applicable laws and material contracts, (g) pay all applicable taxes as such taxes become due and payable; and (h) maintain all existing licenses and permits applicable to its operations and business. In addition, except as provided in schedules to the Purchase Agreement or as consented to in writing by Buyer, the Company and Seller will cause the Acquired Entities not to, among other things: