TEAM, Inc. (NYSE:TISI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On March 8, 2018, Team Inc. (“Team”) entered into that certain Seventh Amendment to Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Seventh Amendment”). The Seventh Amendment amends and restates certain portions of the Credit Facility described in Team’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2015 and filed as Exhibit 10.1 therewith, which was amended by that certain First Amendment to Credit Agreement dated December 2, 2015, that certain Second Amendment and Commitment Increase to Credit Agreement dated February 29, 2016, that certain Third Amendment to Credit Agreement dated August 17, 2016, that certain Fourth Amendment and Limited Waiver to Credit Agreement dated December 19, 2016, that certain Fifth Amendment to Credit Agreement, dated May 5, 2017and that certain Sixth Amendment to Credit Agreement dated as of July 21, 2017 (but effective as of June 30, 2017) (as amended, the “Credit Agreement”). Capitalized terms not otherwise defined in this Item 1.01 shall have the meanings ascribed to them in the Credit Agreement. The Seventh Amendment, among other things, eliminates the maximum Total Leverage Ratio covenant through the remainder of the term of the Credit Facility (matures in July 2020) and amends the Senior Secured Leverage Ratio covenant and the Interest Coverage Ratio covenant. Information on these covenants, as amended, is set forth in the table below:
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Fiscal Quarter Ending |
Maximum Senior Secured Leverage Ratio |
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December 31, 2017, March 31, 2018 and June 30, 2018 |
4.25 to 1.00 |
|
September 30, 2018, December 31, 2018, March 31, 2018 and June 30, 2019 |
3.50 to 1.00 |
|
September 30, 2019 and each Fiscal Quarter thereafter |
2.75 to 1.00 |
|
Fiscal Quarter Ending |
Minimum Interest Coverage Ratio |
|
December 31, 2017 |
3.00 to 1.00 |
|
March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018 |
2.25 to 1.00 |
|
March 31, 2019 and each Fiscal Quarter thereafter |
2.50 to 1.00 |
In addition, the Seventh Amendment modifies the definition of Consolidated EBITDA to permit the add-back of certain costs anticipated to be incurred in 2018 and 2019, up to a maximum amount of $30.0 million and $7.0 million, respectively. Further, the Seventh Amendment addresses the process by which a successor rate to LIBOR will be determined in the event that LIBOR is no longer available in the market. The Seventh Amendment also requires Team to provide certain additional financial information to the Administrative Agent on a monthly basis and includes a lenders’ consent permitting Team to engage in specified transactions to effect an internal restructuring of certain of its subsidiaries.
The Seventh Amendment provides for payment of an amendment consent fee to those lenders executing the Seventh Amendment.
The foregoing summary of the Seventh Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Seventh Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 1.01 Other Events.
On March 9, 2018, Team issued a press release announcing that it had entered into the Seventh Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibitnumber |
Description |
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10.1 |
Seventh Amendment to Credit Facility, dated as of March 8, 2018, among Team, Inc., certain Team, Inc. Subsidiary Guarantors, Bank of America N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto.
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99.1 |
Team, Inc.’s Press Release issued March 9, 2018.
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TEAM INC ExhibitEX-10.1 2 ex101teamseventhamendmentt.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Execution VersionSEVENTH AMENDMENT TO CREDIT AGREEMENTTHIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”),…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.
