Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 9, 2021, Team, Inc. (the "Company") entered
into (i) that certain Unsecured Term Loan Credit Agreement (the "Subordinated
Term Loan Credit Agreement") with Corre Credit Fund, LLC, as agent, and the
lenders from time to time party thereto and (ii) Amendment No. 3 (the "Third
Amendment") to that certain Term Loan Credit Agreement, dated December 18, 2020
(as amended, the "Term Loan Credit Agreement"), among the Company, the financial
institutions from time to time party thereto and Atlantic Park Strategic Capital
Fund, L.P. ("APSC"), as agent.
As also previously reported, the Third Amendment, among other things, required
the Company to seek stockholder approval (or an exception therefrom) to issue
additional warrants to APSC providing for the purchase of an aggregate of
1,417,051 shares of Company common stock, par value $0.30 per share ("Common
Stock"), exercisable at the holder's option at any time, in whole or in part,
until November 10, 2028, at an exercise price of $1.50 per share. The Company
announced that the New York Stock Exchange granted such exception from
shareholder approval on November 12, 2021.
Furthermore, and in connection with execution of the Subordinated Term
Loan Credit Agreement and the Third Amendment, on November 10, 2021, the Company
(i) entered into an Amended and Restated Common Stock Purchase Warrant No. 1
(the "First A&R AP Warrant") with APSC Holdco II, L.P. ("APSC Holdco"), (ii) is
expected to enter into the Second Amended and Restated Common Stock Purchase
Warrant (the "Second A&R AP Warrant") with APSC Holdco pursuant to which the
First A&R AP Warrant is expected to be amended and restated to provide for the
purchase of up to 5,000,000 shares of Common Stock (including 4,082,949 shares
of Common Stock issuable pursuant to the First A&R AP Warrant) exercisable at
the holder's option at any time, in whole or in part, at an exercise price of
$1.50 per share, and (iii) is expected to enter into Common Stock Purchase
Warrants (collectively, the "Additional Warrants" and, together with the Second
A&R AP Warrant, the "Warrants") with certain holders providing for the purchase
of an aggregate of 5,000,000 shares of Common Stock, exercisable at the holder's
option at any time, in whole or in part, at an exercise price of $1.50 per
share.
Amendment to Subordinated Term Loan Credit Agreement
On November 30, 2021, the Company entered into Amendment No. 1 (the "Amendment")
to the Subordinated Term Loan Credit Agreement. The Amendment, among other
things, (i) extends the payment date for interest in the form of payment-in-kind
interest with respect to the Initial Term Loans (as defined in the Subordinated
Term Loan Credit Agreement), (ii) extends the date upon which the Company must
deliver a fully executed ABL Consent (as defined in the Subordinated Term Loan
Credit Agreement) to, in each case, 11:59 P.M. on December 6, 2021 and
(iii) extends the date upon which the Company must issue the Warrants to 11:59
P.M. on December 7, 2021.
The foregoing summary of the Amendment does not purport to be complete and is
subject to, and qualified in its entirety, by the full text of the Amendment,
which is filed as Exhibit 10.1 and is incorporated herein by reference.
Amendment No. 4 to Term Loan Credit Agreement
On December 2, 2021, the Company entered into Amendment No. 4 (the "Fourth
Amendment") to the Term Loan Credit Agreement. The Fourth Amendment, among other
things, extends the date upon which the Company must issue the Warrants to 11:59
P.M. on December 7, 2021.
The foregoing summary of the Fourth Amendment does not purport to be complete
and is subject to, and qualified in its entirety, by the full text of the Fourth
Amendment, which is filed as Exhibit 10.2 and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
number Description
10.1 Amendment No. 1 to Subordinated Term Loan Agreement, dated
November 30, 2021, by and among the lenders party thereto, and Corre
Credit Fund, LLC, as Agent.
10.2 Amendment No. 4 to Term Loan Credit Agreement, dated December 2,
2021, among Team, Inc., as Borrower, the financial institutions party
thereto and Atlantic Park Strategic Capital Fund, L.P., as Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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