SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-50469
Date of Report: December 9, 2009
GREENSHIFT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 59-3764931
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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(Registrant's telephone number including area code)
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:
__ 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))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
FORBEARANCE AGREEMENT
On December 9, 2009, GreenShift Corporation and its subsidiaries ("GreenShift"),
Viridis Capital, LLC ("Viridis"), and YA Global Investments, L.P. ("YA Global")
entered into a Global Forbearance Agreement (the "Agreement") pursuant to which
the parties agreed that, subject to the satisfaction of certain specified
conditions, they would restructure about $42,727,603 in senior secured debt
issued by GreenShift and its subsidiaries to YA Global (the "Senior Loans"). In
consideration of the undertakings by GreenShift and its affiliates in the
Agreement, YA Global agreed to forbear enforcing the rights that have accrued to
it by reason of GreenShift's several defaults under the terms of the Senior
Loans, subject to the satisfaction of certain conditions.
Amended and Restated Debenture
Under the terms of the Agreement, YA Global agreed to amend, restate and
consolidate the Senior Loans into a single convertible debenture (the "A&R
Debenture") in the original principal amount of $42,727,603. The A&R Debenture
shall mature on March 31, 2011 and shall bear interest at the annual rate of 6%,
a reduction from the average annual rate of 12% previously due under the Senior
Loans.
Repayment Terms
Pursuant to the terms of the A&R Debentures, GreenShift shall pay YA Global the
sum of $800,000 per quarter for the four calendar quarters commencing January 1,
2010, and the sum of $1,200,000 per quarter for the calendar quarter commencing
January 1, 2011 (each, an "Installment Payment"). YA Global shall have the
right, but not the obligation, to convert any portion of the A&R Debentures into
GreenShift common stock at a rate equal to the lesser of (a) $1.00 or (b) ninety
percent (90%) of the lowest daily volume weighted average price of GreenShift
common stock during the twenty (20) consecutive trading days immediately
preceding the conversion date. Each Installment Payment shall be reduced by the
amount of any conversions performed by YA Global on a cumulative basis. YA
Global will not be permitted, however, to convert into a number of shares that
would cause it to own more than 4.99% of the outstanding GreenShift common
shares.
Viridis Guaranty
YA Global shall have the continuing right under the Agreement to exercise its
rights as a secured creditor with respect to certain shares of preferred stock
in GreenShift and EcoSystem Corporation beneficially owned by Viridis that have
been pledged by Viridis to YA Global, including, without limitation, the right
to require the conversion of any such preferred shares into common stock, and to
have such common stock transferred into the name of YA Global and sold. The
proceeds received by YA Global from any such sales, net of reasonable costs and
expenses, shall be applied towards reduction of the amounts due under the A&R
Debenture and related documents.
Conditions to Forbearance
YA Global's agreement to forbear under the Agreement shall be subject to the
satisfaction of certain conditions. Among the conditions is a requirement that
the holders of all other obligations for borrowed money issued by GreenShift
shall subordinate their rights to those of YA Global, and that the holders of
any convertible debentures shall agree that the aggregate conversions of such
debentures and/or subsequent sales of common stock in any given month shall not
exceed five percent of the preceding month's total value traded for the common
stock.
SIGNATURE
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.
Dated: December 9, 2009 GREENSHIFT CORPORATION
By:/s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer