UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~September~~October 1826, 2015

HII TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code:

(713) 821-3157

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 18 – ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

OnOrder ~~September~~Establishing ~~18,~~Notification ~~2015,~~Procedures ~~HII Technologies, Inc.~~ and ~~each~~Approving ofRestrictions ~~its wholly-owned subsidiaries, Apache Energy Services, LLC, Aqua Handling~~ of ~~Texas,~~Certain ~~LLC,~~Transfers Hamilton Investment Group, Inc. and Sage Power Solutions, Inc. (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) for reorganization under Chapter 11 of ~~Title~~Interests ~~111 of the U.S. Code (the “Bankruptcy Code”)~~ in ~~the United States Bankruptcy Court for the Southern District of Texas Victoria Division (the “Court”). The~~ Debtors’ have filed a motion with the Court seeking to jointly administer all of the Debtors’ Chapter 11 cases under the caption In re HII Technologies, Inc., et al. The Case No. for HII Technologies’ Bankruptcy Petition is 15-60070. The Debtors will continue as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.Estates

~~Concurrent~~On ~~with~~October ~~the~~26, ~~Bankruptcy Petitions~~2015, the ~~Debtors~~United ~~jointly~~States ~~filed~~Bankruptcy aCourt ~~Motion~~for ~~For~~the ~~Entry~~Southern OfDistrict ~~Interim~~of ~~And~~Texas ~~Final Orders~~ (Athe “Court”) ~~Authorizing~~entered ~~Use~~an OfOrder ~~Cash~~Establishing ~~Collateral~~Notification ~~And~~Procedures ~~Granting~~and ~~Adequate~~Approving ~~Protection~~Restrictions Toof ~~Prepetition~~Certain ~~Lender~~Transfers ~~and~~of ~~(B)~~Interests ~~Scheduling~~in ADebtors ~~Final~~Estates ~~Hearing~~(the ~~for~~“Order”) ~~authority~~in response to ~~incur~~the ~~post-bankruptcy~~September ~~indebtedness~~28, in2015 ~~the~~Motion ~~amount~~ of upthe toDebtors ~~$12~~regarding ~~million~~these ~~from~~matters ~~certain~~(the ~~prepetition~~“Motion”) ~~lenders~~in ~~(consisting~~connection ofwith ~~Heartland~~the ~~Bank,~~jointly anadministered ~~Arkansas~~Chapter ~~state~~11 ~~bank~~bankruptcy ~~(“Heartland”),~~case asof ~~administrative~~HII ~~agent~~Technologies, Inc. and ~~McLarty~~each ~~Capital~~of ~~Partners~~its ~~SBIC,~~wholly-owned ~~L.P.~~subsidiaries, aApache ~~Delaware~~Energy ~~limited~~Services, ~~partnership~~LLC, ~~(“MCP”)~~Aqua Handling of ~~the~~Texas, ~~Debtor~~LLC, inHamilton ~~the~~Investment ~~following~~Group, ~~manner~~Inc. ~~(set~~and ~~forth~~Sage ~~more~~Power ~~fully~~Solutions, inInc. (collectively, the ~~Motion~~“Debtors”): Case No. 15-60070.

Under the Order, the Court found that (i) the Debtors’ net operating loss carryforwards (“NOLs”) and certain other tax attributes are property of the Debtors’ estates and are protected by Section 362(a) of the Bankruptcy Code; (ii) unrestricted trading in HII Stock could severely limit the Debtors’ ability to use the NOLs for purposes of the Internal Revenue Code of 1986, as amended (the “Tax Code”) and (iii) that notification procedures and restrictions on transfers of HII Stock are necessary and proper to preserve the NOLs and are therefore in the best interests of the Debtors, their estates and their creditors

~~authorizing~~Pursuant ~~the Debtors~~ to ~~use “cash collateral,” as defined in section 363(a) of~~ the ~~Bankruptcy~~terms Code (“Cash Collateral”) and to obtain from MCP, as the administrative and collateral agent, and Heartland and MCP, as lenders (collectively, the “DIP Lenders”) a senior secured superpriority debtor-in-possession term loan facility (the “DIP Facility”) with a commitment in an aggregate principal amount of ~~up to $12 Million (~~the ~~“Commitment”)~~Order, ~~comprised~~it ofwas ~~(i)~~ordered ~~an amount up to $500,000 in respect of new money funding (the “New Money Loan”); (ii) a dollar-for-dollar roll-up as Cash Collateral is used~~ by the ~~Debtors,~~Court subject to and in accordance with the approved budget (the “Budget”), attached hereto as Exhibit A, subject to Permitted Variances (as defined below) based on written consent by MCP as the administrative and collateral agent under the DIP Facility under a collateral agreement acting for the DIP Lenders (the “DIP Agent”) from the date of the entry of the interim order (the “Interim Order”) until the date of the entry of the final order (the “Final Order”, and together with the Interim Order, the “DIP Order”); and (iii) a roll-up in the amount of $11.5 million in respect of outstanding loans and obligations under the Prepetition Credit Agreement and Prepetition A/R Agreement (the “Roll-Up Loan”) occurring promptly upon the entry of the Final Order, in accordance with the DIP Facility Term Sheet set forth herein; and that:

~~(b)~~1.

~~authorizing~~any ~~the~~acquisition ~~Debtors~~or todisposition ~~execute~~of ~~and~~HII ~~deliver~~Stock ~~the DIP Facility Term Sheet and to perform such other and further acts as may be necessary and appropriate~~ in ~~connection~~violation ~~therewith~~of ~~and,~~the onrestrictions anset ~~interim~~forth ~~basis,~~ in ~~accordance with~~ the ~~Budget,~~Order toare ~~use~~null ~~Cash~~and ~~Collateral~~void and toin ~~access~~violation ~~the~~of ~~DIP Facility, pursuant to~~ the ~~DIP~~automatic ~~Facility Term Sheet;~~ stay.

~~(c)~~2.

~~authorizing~~ the ~~Debtors,~~procedures ~~pursuant~~and torestrictions ~~the~~set ~~DIP~~forth ~~Facility~~in ~~Term Sheet, to use~~ the ~~DIP~~Order ~~Facility,~~relating ~~solely~~to trading in ~~accordance~~HII ~~with~~Stock are ~~the~~approved ~~Budget”,~~ (and ~~not~~more ~~otherwise~~specifically ~~prohibited~~as ~~under~~it ~~the~~relates ~~DIP~~to ~~Facility~~acquisitions/dispositions ~~Term~~of ~~Sheet,~~Substantial Equityholders (i).e. ~~for~~any ~~working~~person ~~capital~~or ~~purposes~~Entity ~~and~~who ~~payment~~beneficially ofowns at ~~administrative~~least ~~fees~~2,578,673 ~~costs~~shares ~~and~~of ~~expenses~~HII ~~incurred~~Stock ~~in the Cases;~~ (~~ii)~~representing toapproximately ~~pay~~4.5% of all ~~principal,~~issued ~~interest, fees, expenses~~ and ~~other~~outstanding ~~amounts~~shares ~~payable~~of toHII ~~the~~Stock ~~DIP~~as ~~Lenders~~of ~~under~~May ~~the~~20, ~~DIP~~2015) ~~Facility~~or asthose ~~such~~who ~~amounts~~ become ~~due~~Substantial ~~and~~ Equityholders.

23.

~~payable,~~ any asperson ~~provided~~or ~~hereunder~~Entity ~~and~~acquiring or disposing of HII Stock in violation of the ~~DIP~~restrictions ~~Documentation;~~set ~~and~~forth ~~(iii)~~in the Order or failing to ~~repay~~comply inwith ~~full~~the ~~all~~“Notice ~~loans,~~of ~~obligations~~Substantial Stock Ownership,” ~~and~~“Entity ~~other~~Acquisition ~~amounts~~Notice,” ~~outstanding~~and ~~under~~“Equity ~~the~~Disposition ~~DIP~~Notice,” ~~Loans~~requirement, ~~Prepetition~~are ~~Credit~~subject ~~Agreement~~to ~~and/or~~sanctions ~~Prepetition~~of ~~A/R~~the ~~Agreement;~~ Court.

~~(d)~~4.

~~entering orders, first at an interim and then at a final hearing, pursuant to sections 364(c)(1), (2), (3) and 364(d) of~~ the ~~Bankruptcy~~relief ~~Code, to provide that the obligations of the Debtors to the DIP Lenders under the DIP Facility Term Sheet (the “DIP Obligations”) (i) be~~ granted anin ~~allowed superpriority administrative expense claim against each Debtor (~~the ~~“Superpriority~~Order ~~Claim”)~~is ~~pursuant~~solely to ~~section~~permit ~~364(c)(1) of~~ the ~~Bankruptcy~~ ~~Code, having priority over any and all administrative expense claims of any kind asserted against the~~ Debtors, ~~including, but not limited~~ to, ~~the kinds specified in or arising or ordered under sections 105(a)~~protect, ~~326,~~preserve ~~328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 552(b), 726(b), 1113~~ and ~~1114~~maximize of the ~~Bankruptcy~~value ~~Code, subject only to the Carve-Out (as defined in the Motion); (ii) subject only to the Carve-Out, be secured (A) under section 364(d)~~ of the ~~Bankruptcy~~NOLs Code, by valid, fully perfected, unavoidable, priming first-priority security interest in the Collateral (as defined herein); (B) under section 364(c)(2) of the Bankruptcy Code, by valid, fully perfected, unavoidable, first priority, senior security interests in and ~~liens~~other ontax all of the all of the Collateral; and (C) under section 364(c)(3) of the Bankruptcy Code, by valid, fully perfected, unavoidable, junior priority, security interests in and liens on all of the Debtors’ currently owned and after acquired encumbered property (collectively, the “Post-Petition Liens”); attributes.

~~(e)~~5.

~~granting to the Prepetition Lenders, as adequate protection for~~ any ~~diminution~~beneficial inholder ~~the value~~ of ~~their~~HII ~~collateral~~stock ~~resulting~~who ~~from~~did ~~the~~not ~~Debtors’~~receive ~~use~~notice of ~~cash collateral,~~ the ~~priming~~Motion ~~liens~~ in ~~favor~~advance of the ~~DIP~~October ~~Obligations~~26, or2015 ~~otherwise,~~hearing ~~(i)~~have ~~replacement~~five ~~liens on all collateral, subordinate only to the liens in favor of the DIP Obligations and the Carve-Out,~~ (ii5) ~~superpriority~~business ~~administrative~~days ~~expense~~after ~~claims~~service ~~junior only to the superpriority administrative expense claims~~ of the ~~DIP~~Order ~~Lenders~~ and ~~subject~~Exhibits ~~to the Carve-Out~~C, ~~and~~D ~~(iii) payment of fees~~ and ~~expenses~~E of the ~~Prepetition~~Motion ~~Agent~~to ~~and~~file ~~Prepetition~~an ~~Lenders,~~objection. Any ~~which~~such ~~shall~~objection will be ~~reimbursed~~treated inas ~~cash on~~ a ~~current~~motion ~~basis~~for ~~(collectively, “Prepetition Lenders’ Replacement Liens and Protections”);~~ reconsideration.

~~(f)~~The paragraphs above describe certain of the material terms of the Order. Such description is not a complete description of all of the material terms of the Order and is qualified in its entirety by reference to the Order filed as an Exhibit to this Current Report.

authorizing, with respect to the proceeds of the DIP Facility, the refinancing in full, on the Closing Date (as defined below), of the outstanding principal amount of the Pre-Petition Senior Secured Loans, subject to the reservation of rights of parties in interest under the Interim Order; 2

~~(g)~~Section 9 – Financial Statements and Exhibits

~~authorizing~~Item ~~(i)~~9.01 ~~the~~Financial ~~DIP~~Statements ~~Agent to terminate the funding commitments under the DIP Agreement,~~ and (ii) the DIP Agent to terminate the Debtors’ sale, use, or lease of Cash Collateral, each upon the occurrence and continuance of an Event of Default (as defined in the DIP Facility) on the terms specified herein; Exhibits.

(hc)

~~subject to the entry of the Final Order, authorizing the waiver of the Debtors’ right to assert any claims to surcharge the DIP Collateral under section 506(c) of the Bankruptcy Code;~~Exhibits.

~~(i)~~99.1

~~modifying~~Order ~~the~~Establishing ~~automatic~~Notification ~~stay~~Procedures ~~imposed~~and ~~under~~Approving ~~section~~Restrictions ~~362~~ of ~~the~~Certain ~~Bankruptcy~~Transfers ~~Code to the extent necessary to implement and effectuate the terms and provisions~~ of ~~the~~Interests ~~DIP~~in ~~Facility,~~Debtors ~~the Interim Order, and, as later applicable, the Final Order; and~~Estates

~~(j)~~SIGNATURES

~~waiving~~Pursuant ~~any~~to ~~applicable~~the ~~stay~~requirements ~~(including~~of ~~under~~the ~~Rule~~Securities ~~6004~~Exchange Act of 1934, the ~~Bankruptcy~~Registrant ~~Rules)~~has ~~and~~duly ~~the~~caused ~~provision~~this ofreport ~~immediate~~to ~~effectiveness~~be ofsigned ~~this~~on ~~Interim~~its ~~Order,~~behalf ~~and~~by asthe ~~later~~undersigned ~~applicable,~~hereunto ~~the~~duly ~~Final Order;~~authorized.

3HII TECHNOLOGIES, INC.

~~Section 2 – Financial Information~~(Registrant)

~~Item 2.03~~Date: October ~~Creation~~29, ~~of a Direct Financial Obligation~~2015

~~The~~By: filing of the Bankruptcy Petitions described in Item 1.03 above constitutes Bankruptcy Triggering Event under the Certificate of Designation resulting in the holders of the Series B Convertible Preferred Stock have a right to redeem their shares at price equal to the greater of (i) 112% of the amount being redeemed and (ii) the product of (A) the conversion rate in effect at such time multiplied by (B) the product of (1) 112% by (2) the highest closing sale price of the Common Stock during the period beginning on the triggering event and ending on the payment date.

~~SIGNATURES~~/s/ Loretta R. Cross

~~Pursuant~~Loretta toR. ~~the~~Cross. ~~requirements~~Chief ofRestructuring ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

~~HII TECHNOLOGIES, INC.~~3

(Registrant)

Date: September 21, 2015

By:

/s/ Loretta R. Cross

Loretta R. Cross. Chief Restructuring Officer

Filing Compare · HII Technologies, Inc.