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however, that in the event that Hamilton’s working capital at closing is less than the Working Capital Target, then the amount of such deficit will be offset against the Shares issued to the former Hamilton stockholders at closing   The purchase agreement contains 2-year non-compete/non-solicitation provisions for William M. Hamilton and Sharon K. Hamilton, the former Hamilton stockholders.  The registrant relied on the exemption from registration provided by Rule 506 and/or Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of the Shares.

The paragraphs above describe certain of the material terms of the Stock Purchase Agreement. Such description is not a complete description of the material terms of the Stock Purchase Agreement and is qualified in its entirety by reference to the Stock Purchase Agreement entered into in connection therewith which are included as exhibits to this Current Report on Form 8-K and incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation

Heartland Bank Credit Facility

On August 12, 2014, HII Technologies, Inc. (the "Company") and its wholly-owned subsidiaries (collectively, the “Borrower”) entered a senior secured credit facility (the “Facility”) with Heartland Bank as Agent consisting of (i) a credit agreement (the "Credit Agreement") with Heartland Bank for a 3-year $12 million term loan (the “Term Loan”) and (ii) an account purchase agreement (the “Purchase Agreement”) with Heartland Bank, as agent for the purchase and sale of approved receivables of Borrower in amounts not to exceed $6 million. The proceeds of borrowings under the Facility may be used for the payment of a portion of the purchase price for the acquisition of Hamilton Investment Group; the refinance of outstanding debt under Borrower’s prior accounts receivable facility; working capital needs of the Company and its subsidiaries; funding of the debt service reserve account and payment of all costs and expenses arising in connection with the negotiation of the Credit Agreement and related documents. On the closing date, the Borrower received proceeds of $12 million under the Credit Agreement and approximately $4.65 million under the Purchase Agreement.  The Company utilized $9 million to pay a portion of the purchase price for the Hamilton acquisition, approximately $4.75 million to payoff the Borrower’s prior accounts receivable facility, $450,000 in commitment fees, $675,000 to fund Borrower’s debt service reserve account and approximately $190,000 in other expenses related to the Facility.  Borrower retained approximately $1.625 million for working capital. 

Borrowings under the Credit Agreement bear interest at a rate per annum equal to WSJ prime plus a spread that ranges from 5.50% to 8.25% per annum depending on the Borrower’s first lien leverage ratio (provided that at no time shall the WSJ prime be less than 4%). The Term Loan requires monthly interest payments, quarterly principal payments of $300,000 and a balloon payment on the August 12, 2017 maturity date.  The Term Loan may be increased by up to an additional $10 million upon request and agreement by the Lenders, but is not a committed amount under the facility.  

Under the Purchase Agreement, all approved receivables will be purchased by the lenders thereunder for the face amount of such receivable less the lender’s 1.50% service charge.   In addition, the Purchase Agreement requires a 10% reserve against receivables purchased, which amount will increase from 25-50% for receivables outstanding past 60-90 days, respectively.  The account purchase facility replaces the Company’s previous senior secured revolving facility.

Both the Credit Agreement and the Purchase Agreement require the Borrower to maintain a fixed charge coverage ratio of not less than 1.2:1.0, a first lien leverage ratio of ranging from 3.0:1.0 during 2014  to 2.75:1.0 - 2.25:1.0 during 2015 to 2.0:1.0 beginning in 2016, a EBITDA to Interest Expense ratio ranging from 2.75:1.0 during 2014, 3.75:1.0  during 2015 to 4.75 to 1.0 beginning in 2016 and a tangible net worth of

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not less than $1 million for each quarter beginning December 31, 2014.  The Borrower is also required to maintain a debt service reserve account sufficient to pay all debt and interest expense due in the next fiscal quarter. The restrictive covenants include customary restrictions on the Company's ability to incur additional debt; make investments; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make dividend payments (although the Borrower is allowed to make dividend payments so long as no event of default will result from such payment or in shares of the Company’s stock. In addition, the Credit Agreement contains customary representations and warranties, affirmative covenants and events of default.

The Facility is secured by all of the Borrower’s assets as well as a pledge of the Company’s equity in each of its wholly-owned subsidiaries.  The Company paid a cash structuring fee of $450,000 to the Lenders and also issued a 4-year warrant to purchase 2.5 million shares of the Company’s common stock with an exercise price $1.00 per share in connection with the Facility.  The Company relied on the exemption provided by Rule 506 and/or Section 4(2) of the Securities Act of 1933, as amended.

The paragraphs above describe certain of the material terms of the Credit Agreement and the Purchase Agreement. Such description is not a complete description of the material terms of the Credit Agreement and the Purchase Agreement and is qualified in its entirety by reference to the agreements entered into in connection therewith which are included as exhibits to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.

Section 3 – Securities and Trading Markets

Item 3.02  Unregistered Sales of Equity Securities.

1.

See Item 2.01 above—Acquisition of Hamilton Investment Group Inc. for a discussion of the Shares issued to the former stockholders of Hamilton Investment Group.

2.

See Item 2.03 above—Heartland Credit Facility for a discussion of the warrants issued to the lenders thereunder.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

1.

The audited financial statements of Hamilton Investment Group, Inc. for the year ended December 31, 2013 (filed as Exhibit 99.1).

2.

The unaudited financial statements of Hamilton Investment Group, Inc. for the period ended June 30, 2014 (filed as Exhibit 99.2).

(b)

Pro Forma Financial Information.

1.

The unaudited pro forma combined financial statements of HII Technologies, Inc. and Hamilton Investment Group, Inc. (filed as Exhibit 99.3).

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(c)

Exhibits

Exhibit

Number

Description

2.1                                Stock Purchase Agreement dated August 11, 2014 between HII Technologies, Inc., Hamilton Investment Group, Inc. and the stockholders of Hamilton Investment Group. (1)

4.1                                Form of Term Loan Note issued under Credit Agreement (1)

4.2                                Form of Warrant issued under Heartland Credit Facility (1)

10.1                              Credit Agreement dated August 12, 2014 with Heartland Bank (1)

10.2                              Account Purchase Agreement dated August 12, 2014 with Heartland Bank (1)

10.3                              Form of Security Agreement under Heartland Bank Credit Facility

10.4                              Employment Agreement with William M. Hamilton (1)

10.5.                             Equipment Purchase Agreement dated August 12, 2014 between HII Technologies, Inc. Hamilton Investment Group Inc. and S&M Assets LLC (1)

10.6                             Equipment Lease dated August 12, 2014 between HII Technologies, Inc. Hamilton Investment Group Inc. and S &M Assets LLC (1)

99.1                              Audited Financial Statements of Hamilton Investment Group, Inc. for the year ended December 31, 2013 (2)

99.2                              Unaudited Financial Statements of Hamilton Investment Group, Inc. for the six months ended June 30, 2014 (2)

99.3                              Unaudited Pro Forma Combined Financial Statements of HII Technologies, Inc. and Hamilton Investment Group, Inc. (2)

(1) Filed as an Exhibit to our Current Report on Form 8-K dated August 11, 2014 and filed with the Securities and Exchange Commission on August 15, 2014 and incorporated by reference herein.

(2)

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HII TECHNOLOGIES INC.

(Registrant)

Date:  October 6, 2014                                 By: /s/ Matthew C. Flemming_

Matthew C. Flemming

President and Chief Executive Officer

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