Current Report Filing (8-k)
22 November 2022 - 10:46PM
Edgar (US Regulatory)
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): November 21,
2022
TEAM,
Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-08604 |
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74-1765729 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281)
331-6154
Not Applicable
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CF 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.30 par value |
TISI |
New York Stock Exchange |
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Preferred Stock Purchase Rights |
N/A |
New York Stock Exchange |
Indicate by check mark whether registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
¨
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Item 1.01 |
Entry into a Material Definitive Agreement.
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On November 21, 2022, Team, Inc. (the “Company”) entered into
Amendment No. 11 (the “Subordinated Term Loan Amendment No. 11”) 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, November 1, 2022, and
November 4, 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. 11, amended the Subordinated Term Loan Credit
Agreement to,
inter alia,
(i) extend the stated maturity date from December 31, 2026 to
December 31, 2027, (ii) extend the availability period for the
February 2022 Delayed Draw Term Loan (as defined in the
Subordinated Term Loan Credit Agreement) to end on March 31, 2023
rather than December 31, 2022 and (iii) create a new tranche of
term loans representing the increased principal amount of unsecured
term loans (which loans are not subject to a springing maturity of
14 days after payment in full of the loan pursuant to that certain
Term Loan Credit Agreement, dated as of December 18, 2020 and as
amended from time to time, with Atlantic Park Strategic Capital
Fund, L.P., as agent, and the lenders party thereto) created in
connection with the exchange of the Company’s 5.00% Convertible
Senior Notes due 2023 (the “Notes”) pursuant to the Exchange
Agreement, dated as of October 4, 2022, by and among the Company
and certain holders of the Notes. There was no increase in the
aggregate amount outstanding under the Subordinated Term Loan as a
result of the Subordinated Term Loan Amendment No. 11.
The foregoing summary of the
Subordinated Term Loan Amendment No. 11
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. 11,
a copy of which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
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Item 9.01 |
Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit number |
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Description |
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10.1* |
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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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the
Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TEAM, Inc. |
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By: |
/s/ André C. Bouchard |
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André C. Bouchard |
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Executive Vice President, Administration, Chief Legal Officer and
Secretary |
Dated: November 22, 2022
Team (NYSE:TISI)
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