TEAM, Inc. (NYSE:TISI) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K of Team, Inc. (the “Company”) filed on February 9, 2018, the Company entered into an agreement (the “Settlement Agreement”) with Engine Capital, L.P. and certain related investors (collectively, “Engine Capital Group”) on February 8, 2018. to the Settlement Agreement, among other items, Engine Capital Group is permitted to name one observer (“Observer”) to attend meetings of the Company’s Board of Directors (the “Board”) for a period of time, as described in the Settlement Agreement.
On July 2, 2018, the Company entered into an agreement (the “Confidentiality Agreement”) with Engine Capital Group. The Confidentiality Agreement sets forth the terms and conditions regarding the use of Company Information (as defined in the Confidentiality Agreement) that the Company or its representatives furnish to or is otherwise obtained by Engine Capital Group, including the Observer or other employees of Engine Capital Group (“Specified Engine Capital Personnel”). Except as otherwise provided in the Confidentiality Agreement, the Confidentiality Agreement expires two years from the date on which Engine Capital Group no longer has the right to name an Observer to the Settlement Agreement; however, Engine Capital Group’s confidentiality obligations with respect to any of the Company’s intellectual property are indefinite.
Under the Confidentiality Agreement, generally, Company Information includes any and all information concerning or relating to the Company or any of its subsidiaries or affiliates, excluding publicly available information or certain information already in possession of Engine Capital Group, the Observer or Specified Engine Capital Personnel that was obtained from the Company previously on a non-confidential basis. Under the provisions of the Confidentiality Agreement, Engine Capital Group agrees to a) keep the Company Information strictly confidential, b) not disclose any of the Company Information in any manner whatsoever without the prior written consent of the Company and c) not use the Company Information for any purpose other than monitoring and managing its investment in the Company. However, disclosure to Specified Engine Capital Personnel is permitted, subject to certain conditions.
Under the Confidentiality Agreement, the Company makes no representation or warranty as to the accuracy or completeness of Company Information and all Company Information shall remain property of the Company. The Confidentiality Agreement also addresses the handling of an applicable subpoena, legal process or other legal requirements requiring disclosure of Company Information by Engine Capital Group. Additionally, the Confidentiality Agreement contains certain acknowledgments and agreements by Engine Capital Group with respect to applicable federal and state securities laws and also requires the Company, at any time during the term of the agreement upon written notice, to inform Engine Capital Group whether or not members of the Board are then permitted to purchase or sell securities of the Company to the Company’s insider trading policy.
The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
TEAM INC ExhibitEX-10.1 2 ex101confidentialityagreem.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CONFIDENTIALITY AGREEMENTJuly 2,…To view the full exhibit click here
About TEAM, Inc. (NYSE:TISI)
Team, Inc. is a provider of specialty industrial services, including inspection and assessment, required in maintaining high temperature and high pressure piping systems and vessels. The Company conducts its operations through three segments: Inspection and Heat Treating Services (IHT) Group, Mechanical Services (MS) Group and Quest Integrity (Quest Integrity) Group. The IHT Group offers inspection services and heat treating services. The MS Group offers both on-stream services and turnaround/project related services, such as leak repair services, fugitive emissions control services, hot tapping services, field machining services and technical bolting services, valve repair services, heat exchanger and maintenance services, isolation and test plug services, valve insertion services and project services. The Quest Integrity Group offers integrity management solutions to the energy industry in the form of quantitative inspection and engineering assessment services and products.
