8-K
filed November 7, 2022, 6:59 PM ET
ticker TISI
CIK 0000318833
M&A
confidence high
sentiment negative
materiality 0.80
TEAM INC (TISI): Nasdaq/NYSE listing notice — Team completes Quest Integrity sale for $279M; NYSE warns on low share price
TEAM INC
- Sold Quest Integrity to Baker Hughes for $279M; net proceeds ~$270M.
- Will use ~$238M of proceeds to pay down term loan, leaving $35.6M outstanding.
- NYSE notified that TISI average closing price below $1.00 over 30 trading days; six-month cure period.
- President Robert Young resigned effective Nov 1, receives $499,502 strategic bonus and accelerated vesting.
- Amended credit agreements allow retention of $26M proceeds; board rights granted to Atlantic Park.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
TEAM INC received a nyse deficiency notice notice regarding minimum bid price (rules 802.01C).
- Exchange
- nyse
- Notice
- deficiency notice
- Deficiency
- minimum bid price
- Rules
- 802.01C
Exact text from the filing
November 2, 2022, the Company was notified by the New York Stock Exchange (the “NYSE”) that the average closing price of the Common Stock, over a prior 30 consecutive trading day period was below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual. As required by the NYSE, the Company intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency. The Company has a period of six months following the receipt of the notice to regain complia
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Young resigned as President, Asset Integrity & Digital Group at TEAM INC.
- Action
- resigned
- Role
- President, Asset Integrity & Digital Group
Exact text from the filing
On November 1, 2022 and in connection with the Transaction, Robert Young—President, Asset Integrity & Digital Group and the Company have agreed that Mr. Young will resign from his position as President, Asset Integrity & Digital Group effective as of November 1, 2022, in order to accept employment with a subsidiary of TQ Acquisition.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TEAM INC completed a disposition involving Baker Hughes Holdings LLC for $279.0 million dollars (closed 2022-11-01).
- Action
- disposition
- Counterparty
- Baker Hughes Holdings LLC
- Consideration
- $279.0 million dollars
- Closing
- 2022-11-01
Exact text from the filing
On November 1, 2022, the Company completed the sale of all of the issued and outstanding equity interests of our wholly-owned subsidiary, TQ Acquisition Inc., a Texas corporation (“TQ Acquisition”), to Baker Hughes Holdings LLC (“Baker Hughes”) for an aggregate purchase price of $279.0 million dollars, reflecting certain estimated post-closing adjustments (the “Quest Integrity Transaction”), pursuant to that certain Equity Purchase Agreement by and among us and Baker Hughes, dated as of August 14, 2022 (the “Sale Agreement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TEAM INC amended ABL Credit Agreement Amendment No. 2 with Eclipse Business Capital, LLC (effective 2022-11-01).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Eclipse Business Capital, LLC
- Effective
- 2022-11-01
Exact text from the filing
on November 1, 2022, the Company, the guarantors party thereto, the lender parties thereto and Eclipse, as agent, entered into Amendment No. 2 to the ABL Credit Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TEAM INC amended Subordinated Term Loan Amendment No. 9 with Cantor Fitzgerald Securities (effective 2022-11-01).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Cantor Fitzgerald Securities
- Effective
- 2022-11-01
Exact text from the filing
On November 1, 2022, the Company entered into Amendment No. 9 (the “Subordinated Term Loan Amendment No. 9”) to that certain Unsecured Term Loan Credit Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TEAM INC entered into Board Rights Agreement with Atlantic Park Strategic Capital Fund, L.P. (effective 2022-11-01).
- Action
- entry
- Counterparty
- Atlantic Park Strategic Capital Fund, L.P.
- Effective
- 2022-11-01
Exact text from the filing
On November 1, 2022, we entered into the Board Rights Agreement (the “Board Rights Agreement”) with APSC (the “Investor Representative”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TEAM INC amended Term Loan Amendment No. 8 with Atlantic Park Strategic Capital Fund, L.P. (effective 2022-11-01).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Atlantic Park Strategic Capital Fund, L.P.
- Effective
- 2022-11-01
Exact text from the filing
on November 1, 2022, the Company, the guarantors party thereto, the lenders party thereto and APSC, as agent for the lenders and secured parties, entered into Amendment No. 8 to the Term Loan Credit Agreement
View on SEC.gov
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