UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
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 |
| (d) | Exhibits. |
| Exhibit number |
Description | |
| 10.1* | 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. | |
| 10.2* | 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. | |
| 104 | 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.
| TEAM, Inc. | ||
| By: | /s/ André C. Bouchard | |
| André C. Bouchard | ||
| Executive Vice President, Administration, Chief Legal Officer and Secretary | ||
Dated: November 10, 2022