TEAM, Inc. (NYSE:TISI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
ATM Equity OfferingSM>Sales Agreement (the
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated,
Raymond James Associates, Inc. and SunTrust Robinson Humphrey,
Inc. (each, an Agent and, collectively, the Agents) to which the
Company may issue and sell, from time to time, shares of the
Companys common stock, par value $0.30 per share, having an
aggregate gross sales price of up to $150,000,000 (the Shares),
through the Agents as either agents or principals.
will use their commercially reasonable efforts to sell, on the
Companys behalf, the shares of common stock offered by the
Company under the Agreement. The sales, if any, of the Shares
under the Agreement may be made in sales deemed to be
at-the-market offerings, as defined in Rule 415 under the
Securities Act of 1933, as amended, including by sales made
directly on or through the New York Stock Exchange or sales made
to or through a market other than on an exchange at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or negotiated prices. Under the terms of the
Agreement, the Company may also sell Shares to each of the
Agents, as principal for its own account, at a price agreed upon
at the time of such sale. If the Company sells Shares to an
Agent, as principal, the Company will enter into a separate terms
agreement with such Agent, and it will describe this agreement in
a separate prospectus supplement or pricing supplement. Actual
sales will depend on a variety of factors to be determined by the
Company from time to time.
Shares primarily to reduce outstanding indebtedness, which may
include amounts outstanding under its $600.0 million senior
secured credit facility, and for general corporate purposes.
Under the Agreement, the commission payable to an Agent for sales
of Shares with respect to sales made by such Agent shall not
exceed 2.0% of the gross sales price for such Shares. The Company
has no obligation to sell any of the Shares under the Agreement
and may at any time suspend offers and sales under the Agreement.
either the Company or an Agent, as to itself, upon prior written
notice. Following termination by an Agent, the Agreement will
remain in effect with respect to the Agents that have not
terminated their obligations under the Agreement. The Agreement
contains customary representations, warranties, and agreements of
the Company and the Agents, indemnification rights and
obligations of the parties.
registration statement on Form S-3 (File No. 333-214055) and a
prospectus supplement of the Company, filed with the Securities
and Exchange Commission on October 11, 2016 and November 28,
2016, respectively.
to be complete and is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is filed herewith
as Exhibit 1.1 to this Current Report on Form 8-K.
of the Shares that may be issued to the Agreement is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
sell or solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.
announcing that it had established the at-the-market equity
program as set forth in the Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
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Exhibit No.
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Description
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1.1
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ATM Equity OfferingSM Sales Agreement, dated
as of November 28, 2016, by and among Team, Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated, Raymond James Associates, Inc. and SunTrust Robinson Humphrey, Inc. |
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5.1
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Opinion of Locke Lord LLP
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23.1
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Consent of Locke Lord LLP (included in Exhibit 5.1
hereto) |
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99.1
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Press release dated November 28, 2016
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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. TEAM, Inc. (NYSE:TISI) Recent Trading Information
TEAM, Inc. (NYSE:TISI) closed its last trading session up +2.05 at 39.05 with 197,416 shares trading hands.
