UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On May 25, 2023, Team, Inc. (the “Company”) issued a press release announcing that the Company had secured committed financing from two of its largest current stakeholders by entering into a commitment letter (the “Corre Commitment Letter”) with Corre Management Partners, LLC for a new $57.5 million, 12% senior secured first lien term loan maturing in December 2026 and comprised of a $37.5 million term loan tranche and a $20 million delayed draw term loan tranche (the “Corre Secured Term Loan”), subject to certain closing conditions. The Company also announced that it had entered into a commitment letter with Eclipse Business Capital LLC (the “Eclipse Commitment Letter”) for a new $27.4 million term loan secured by certain real estate and machinery and equipment of the Company (the “Eclipse Term Loan” and, together with the Corre Secured Term Loan, the “Term Loans”), subject to certain closing conditions, and with a maturity date coterminous with the Company’s existing revolving credit facility. The Eclipse Commitment Letter also provides for an amendment to the existing revolving credit facility to extend the maturity date of the revolving credit facility (and therefore the Eclipse Term Loan) to August 2025, and to increase availability under the revolving credit facility by an additional $2.5 million. The Company expects to use the proceeds from the Term Loans, together with advances under the Company’s revolving credit facility, to repay in full the Company’s remaining $41 million of Convertible Notes due August 2023, to repay in full the Company’s existing senior secured term loan with Atlantic Park Strategic Capital Fund, L.P. and for general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements.
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. They include but are not limited to statements regarding the Company’s financial prospects, the implementation of cost saving measures and the Company’s ability to remediate the conditions that led to the going concern disclosure in the Company’s recent public filings. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the duration and magnitude of accidents, extreme weather, natural disasters, and pandemics (such as COVID-19) and related economic effects, the Company’s liquidity and ability to obtain additional financing (including the ability to complete the transactions contemplated by the Corre Commitment Letter and the Eclipse Commitment Letter), the Company’s ability to continue as a going concern, the Company’s ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company’s ability to successfully divest assets on terms that are favorable to the Company; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; the Company’s continued listing on the New York Stock Exchange, and such known factors as are detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statement regarding the Company’s financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit number |
Description | |
| 99.1 | Team, Inc.’s Press Release issued May 25, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
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/ Nelson M. Haight | |
| Nelson M. Haight | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Dated: May 25, 2023