TEAM INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Supporting Documentation (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Replacement Insurance Reimbursement Facility Agreement

On September 29, 2022, Team, Inc. (the "Company") entered into that certain
Substitute Insurance Reimbursement Facility Agreement (the "Agreement") by and
between the Company and 1970 Group, Inc. (the "1970 Group"). The Agreement,
among other things, enables 1970 Group to extend credit to the Company in the
form of a substitute reimbursement facility to provide up to approximately $21.4
million of letters of credit on behalf of the Company in support of the
Company's workers' compensation, commercial automotive and general liability
insurance carriers for workers' compensation, commercial automotive and/or
general liability policies (the "Insurance Policies"). Under the Agreement, 1970
Group will arrange for the issuance of letters of credit from financial
institutions approved by the National Association of Insurance Commissioners.
Such letters of credit arranged by the 1970 Group will permit the return of
certain existing letters of credit for the account of the Company that are
outstanding for the purpose of supporting the Insurance Policies and that are
required to be collateralized, thereby providing increased liquidity for the
Company in the amount of approximately $17.6 million.

Under the Agreement, the Company will be required to reimburse the 1970 Group
for any draws made under the letters of credit provided by the 1970 Group within
five (5) business days of notice of any such draw. The Agreement will terminate
upon the earlier of (i) the expiration or termination of the Company's Insurance
Policies or (ii) September 29, 2023. The Agreement contains certain affirmative
covenants, including for the Company to keep and maintain its Insurance Policies
for the compliance in all material respects with applicable requirements. The
Agreement contains certain events of default, including, without limitation, the
Company's failure to reimburse 1970 Group for the amount of any draw or other
financial obligation or the Company's payment of 1970 Group's fees. Upon an
event of default, 1970 Group has the option to declare all outstanding
obligations immediately due within five (5) business days after the Company's
receipt of such notice from 1970 Group. The obligations of the Company under the
Agreement are not guaranteed by any of the Company's subsidiaries, are unsecured
and are subordinated to the Company's obligations to each of the lenders under
each of (1) the Term Loan Credit Agreement, dated as of December 18, 2020 (as
amended from time to time), among the Company, as borrower, the other loan
parties from time to time party thereto, the lenders from time to time party
thereto and Atlantic Park Strategic Capital Fund, L.P., as agent, (2) the Credit
Agreement, dated as of February 11, 2022 (as amended from time to time), among
the Company, as borrower, the other loan parties from time to time party
thereto, the lenders from time to time party thereto and Eclipse Business
Capital LLC, as agent, and (3) the Unsecured Term Loan Credit Agreement (as
defined below).

The foregoing summary of the Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.

Exchange Agreement and Amendment No. 8 to the Unsecured Term Credit Agreement

On October 4, 2022, the Company entered into an exchange agreement (the
"Exchange Agreement") by and among the Company and certain holders
(collectively, the "Exchanging Holders") of the Company's 5.00% Convertible
Senior Notes due 2023 (the "Notes"). The Exchanging Holders held Notes that paid
interest, at the Company's option, at a rate of 5.00% per annum entirely in cash
or at a rate of 8.00% per annum in paid-in-kind interest ("PIK Interest").

Pursuant to the Exchange Agreement, the Company agreed to exchange approximately
$57.0 million of aggregate principal amount, plus accrued and unpaid PIK
Interest, of Notes beneficially owned by the Exchanging Holders for an
equivalent increased principal amount of term loans (the "New Term Loans") under
that certain Unsecured Term Loan Credit Agreement, dated as of November 9, 2021
(as amended from time to time, the "Unsecured Term Loan Credit Agreement"),
among the Company, as borrower, the lenders from time to time party thereto and
Cantor Fitzgerald Securities, as agent, and pursuant to the terms thereof. The
Company entered into the Corre/AP Term Sheet (as defined in the Unsecured Term
Loan Credit Agreement) on November 9, 2021 pursuant to which each of the
Exchanging Holders had the right to exchange the Notes into New Term Loans and
each Exchanging Holder exercised such right.

On October 4, 2022, the Company entered into Amendment No. 8 (the "Amendment No.
8") to the Unsecured Term Loan Credit Agreement, pursuant to which, among other
things, the Company increased the total principal amount outstanding under the
Unsecured Term Loan Credit Agreement to approximately $112.7 million to give
effect to the exchange described above. In addition, Amendment No. 8 extended
the availability date for an additional commitment under the Unsecured Term Loan
Credit Agreement of $10.0 million in subordinated delayed draw term loans from
October 31, 2022 to December 31, 2022. The Company will not receive any cash
proceeds from the issuance of the New Term Loans.

Following the closing of the exchange agreement and amendment no. 8, the Company has approximately $41.2 million of the aggregate principal amount of Notes outstanding, which pay interest at the rate of 5.00% per annum all in cash.

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The foregoing summaries of the Exchange Agreement and Amendment No. 8 do not
purport to be complete and are subject to, and qualified in their entirety by,
the full text of such agreements, copies of which are attached hereto as
Exhibits 10.2 and 10.3, and are incorporated by reference herein.


Item 2.03                 Creation of a Direct Financial Obligation or an 

Obligation under an off-balance sheet

                          Sheet Arrangement of a Registrant.



The information set out in Section 1.01 is incorporated herein by reference into this Section 2.03.


Item 9.01   Financial Statements and Exhibits

(d)         Exhibits.



     Exhibit number                  Description

         10.1*                         Substitute Insurance Reimbursement

Facility Agreement, dated

                                     September 29, 2022 by and between 1970 

Group, Inc. and Team, Inc.

         10.2*                         Exchange Agreement, dated October 4, 

2022, by and among Team, Inc.,

                                     Corre Opportunities Qualified Master 

Funds, SEC, Corré Horizon Fund,

                                     LP, and Corre Horizon II Fund, LP.
         10.3*                         Amendment No. 8 to Subordinated Term 

Loan Agreement, dated October

                                     4, 2022, by and among Team, Inc., the 

lenders who are parties thereto, and

                                     Cantor Fitzgerald Securities, as 

agent.

          104                        Cover Page Interactive Data File

(integrated in Inline XBRL

                                     document)




* Certain schedules and similar attachments have been omitted in reliance on
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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