PROGRESSIVE GREEN SOLUTIONS, INC. (OTCMKTS:PGSC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

PROGRESSIVE GREEN SOLUTIONS, INC. (OTCMKTS:PGSC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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Item 2.03

Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a

On March 24, 2017, certain subsidiaries of Progressive Green
Solutions Inc. (the Company) including Speyside Holdings LLC,
Speyside Holdings II LLC and CEM III LLC, along with BCM
Speyside, LLC (collectively the Borrowers) entered into a Loan
Agreement (defined infra) with Broadfield Special
Financing II, LLC (the Lender), providing for a loan in an
aggregate principal amount of $8,000,000.00 (the Loan).

The purpose of the Loan was to (i) payoff the four million dollar
purchase money mortgage amongst Speyside Holdings LLC, Speyside
Holdings II LLC, CEM III LLC, BCM Speyside, LLC, and Highland
Sand Gravel, Inc.; (ii) payoff a seven hundred fifty thousand
dollar purchase money mortgage between CEM III LLC and the Grace
E. Wolf Family Limited Partnership; (iii) repay $1,194,801.00 of
accrued interest and/or short term loans from the members of
Speyside Holdings LLC; (iv) to acquire capital equipment; and (v)
for general corporate purposes.

The Loan has a maturity date of April 1, 2019 (the Maturity
Date), is interest only until the Maturity Date, bears an
interest rate of 3-month LIBOR plus six percent, per annum, with
a floor of seven percent per annum. The Loan is pre-payable
subject to a yield maintenance fee, and is subject to annual loan
and administration fees. The Loan is secured by, inter
, a first priority mortgage encumbering that certain
land and improvements owned by the Borrowers and located at 911
State Route 32, Highland Mills, New York 10930, a security
agreement, pledge agreements, Guaranties (defined
infra), financing statements, assignments, and other
ancillary agreements usual and customary to a secured financing
transaction (collectively, the Loan Agreement). The Loan is
guaranteed by the Company, all directors of the Company, Anthony
Williams, Eugene Fernandez, Michael Cox, Duncan Goldie-Morrison,
Stonehenge Holdings, LLC, and Canyon Bound LLC (collectively, the

To induce the Lender to issue the Loan, the Lender required,
inter alia, the Company to guarantee the Loan and to
pledge its membership interests in Speyside Holdings LLC,
Speyside Holdings II LLC, and CEM III LLC to the Lender.
Additionally, to further induce the Lender to enter into the Loan
Agreement, the Lender required, inter alia, that certain
significant stockholders of the Company, and certain members of
Speyside Holdings LLC, Speyside Holdings II LLC, and CEM III LLC
provide credit support to the Company by providing joint and
several personal and company guarantees to the Lender as well as
subordinating their loans to the Borrowers to the Lender.

To induce 1) Anthony Williams, Eugene Fernandez, Duncan
Goldie-Morrision, and Stonehenge Holdings LLC to provide joint
and several guarantees to the Lender for the Loan, and 2) Bradden
Capital Management LLC, BCM Speyside, LLC, DGS Group LLC, and FLS
3, Inc. to subordinate their loans to the Borrowers to the Lender
and to agree to accrue any principal and/or interest payments due
to them during the term of the Loan, the Company deemed it
appropriate and in its best interest to issue shares of its
common stock, par value $0.001 per share (the Common Stock) as
compensation for the aforementioned obligations. For their credit
support of the Loan, 1) Anthony Williams and Stonehenge Holdings
were collectively issued 853,374 shares of Common Stock, 2)
Eugene Fernandez, DGS Group LLC, and FLS 3, Inc. were
collectively issued 739,556 shares of Common stock, and 3) Duncan
Goldie-Morrison, Bradden Capital Management LLC, and BCM
Speyside, LLC were collectively issued 3,982,240 shares of Common

Item 3.02 Unregistered Sales of Equity Securities

The information required to be disclosed in this Item 3.02 is
incorporated herein by reference from Item 2.03.

The securities described in Item 2.03 above were offered and sold
in reliance upon exemptions from registration to Section 4(a)(2)
under the Securities Act of 1933, as amended (the Securities
Act), and Rule 506 of Regulation D promulgated thereunder. Each
of the offerings was made to an accredited investor (as defined
by Rule 501 under the Securities Act). In addition, the sale of
securities did not involve a public offering; the Registrant made
no solicitation in connection with the sale other than
communications with the Investors; the Registrant obtained
representations from the Investors regarding their investment
intent, experience and sophistication; and the Investors either
received or had access to adequate information about the
Registrant in order to make an informed investment decision.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Form of Credit Support Compensation Agreement


Progressive Green Solutions, Inc. is a parent company of Green Remanufacturing Solutions LLC (GRS LLC) and Speyside Holdings LLC (Speyside). GRS LLC is a returns management solution provider that specializes in the reverse logistics and asset recovery space. Speyside is a management company that manages the operation of a quarry in Highland Mills, New York. The Company’s segments include parent, returns management and quarry operations. Through its subsidiary, GRS LLC, returns management segment engages in reverse logistics, remanufacturing, repair and recovery, engineering/quality assurance, warehousing and fulfillment, secondary market sales and e-commerce for retailers and manufacturers of consumer goods. Its quarry operations segment engages in the production and sale of crushed stone and aggregates to the New York City metro area. The Company is responsible for the overall management of its returns management segment and quarry operations segment.


PROGRESSIVE GREEN SOLUTIONS, INC. (OTCMKTS:PGSC) closed its last trading session 00.0000 at 0.0800 with 2,500 shares trading hands.

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