| Item 1.01 |
Entry into a Material Definitive Agreement.
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Atlantic Park Term Loan
As previously reported, on December 18, 2020, Team, Inc. (the
“Company”) entered into that certain Term Loan Credit Agreement (as
amended on October 19, 2021, October 29, 2021,
November 9, 2021, December 2, 2021, December 7,
2021, February 11, 2022, May 6, 2022, and
November 1, 2022, and as further amended from time to time,
the “Term Loan Credit Agreement”) with Atlantic Park Strategic
Capital Fund, L.P. (“APSC”), as agent, and the lenders party
thereto, pursuant to which we borrowed a $250.0 million term
loan.
On November 4, 2022, we entered into Amendment No. 9 to
the Term Loan Credit Agreement (“Term Loan Amendment No. 9”),
which amended the financial covenant under the Term Loan Credit
Agreement to provide relief from the maximum net leverage ratio
covenant thereunder such that it is not tested until the fiscal
quarter ending June 30, 2023 and for each fiscal quarter
thereafter at 7.00 to 1.00.
The foregoing summary of Term Loan Amendment No. 9 does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of Term Loan Amendment No. 9, a
copy of which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Subordinated Term Loan
On November 4, 2022, the Company also entered into Amendment
No. 10 (the “Subordinated Term Loan Amendment No. 10”) to
that certain Unsecured Term Loan Credit Agreement, dated as of
November 9, 2021 (as amended on November 30, 2021,
December 6, 2021, December 7, 2021, December 8,
2021, February 11, 2022, May 6, 2022, June 28, 2022,
October 4, 2022, and November 1, 2022, and as further
amended from time to time, the “Subordinated Term Loan Credit
Agreement”) among the Company, as borrower, the lenders from time
to time party thereto and Cantor Fitzgerald Securities, as agent.
The Subordinated Term Loan Amendment No. 10 amended the
financial covenant under the Subordinated Term Loan Credit
Agreement to provide relief from the maximum net leverage ratio
covenant thereunder such that it is not tested until the fiscal
quarter ending June 30, 2023 and for each fiscal quarter
thereafter at 7.00 to 1.00.
The foregoing summary of the Subordinated Term Loan Amendment
No. 10 does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Subordinated
Term Loan Amendment No. 10, a copy of which is attached hereto
as Exhibit 10.2 and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibit
number |
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Description
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| 10.1* |
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Amendment No. 9 to Term Loan Credit
Agreement, dated November 4, 2022, among Team, Inc., as
Borrower, the financial institutions party thereto, the guarantors
party thereto and Atlantic Park Strategic Capital Fund, L.P., as
Agent. |
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| 10.2* |
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Amendment No. 10 to Subordinated Term
Loan Agreement, dated November 4, 2022, by and among Team,
Inc., as Borrower, the lenders party thereto, the guarantors party
thereto and Cantor Fitzgerald Securities, as Agent. |
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| 104 |
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Cover Page Interactive Data File
(embedded within the inline XBRL document). |
| * |
Certain schedules and similar attachments have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. The Company will provide, on a
supplemental basis, a copy of any omitted schedule or attachment to
the SEC or its staff upon request.
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