SUGAR LAND, Texas, Feb. 11, 2022 /PRNewswire/ -- Team, Inc. (NYSE: TISI) ("TEAM" or the "Company"), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, today announced a series of related transactions in support of a comprehensive plan to refinance its capital structure.
Summary of Transactions
- Replaced current $150 million ABL facility with a new $165 million ABL credit facility, consisting of a $130 million revolving credit facility and a $35 million delayed draw term loan
- Received a new $10 million equity investment and a commitment for an additional $10 million in unsecured funding
"We are pleased to have refinanced our capital structure, achieving one of our near-term capital strengthening priorities," said Amerino Gatti, TEAM's Chairman and Chief Executive Officer. "These important transactions provide additional financial support by giving us greater operating flexibility, an improved liquidity position, and an increase to our available borrowing capacity. Collectively, these transactions address our current working capital needs and demonstrate clear progress of our financial and operational turnaround objectives, including strengthening the balance sheet and accelerating our review of strategic options and alternatives to maximize shareholder value, which we intend to complete later this year. I would like to thank our employees, clients, suppliers, and lenders, particularly Atlantic Park and Corre Partners; each of whom have played important roles in stabilizing the Company and creating a stronger TEAM."
Asset-Based Lending Facility
TEAM's current $150 million asset-based lending (ABL) credit facility led by Citibank, N.A. dated December 18, 2020, has been refinanced with a new $165 million ABL credit facility, which consists of a $130 million revolving credit facility provided by Eclipse Business Capital, LLC and a $35 million delayed draw term loan facility provided and managed by Corre Partners Management, LLC (collectively with certain of its affiliates, "Corre Partners"). This new ABL facility will mature on February 10, 2025. A portion of the interest under the delayed draw term loan facility may be paid in kind (PIK) at the Company's option and with Corre Partners' consent.
Access to Incremental Funding
TEAM also announced that it has amended its existing credit agreements with its lending partners, Corre Partners and Atlantic Park Strategic Capital Fund, L.P. (collectively with certain of its affiliates, "Atlantic Park"), to provide the Company with additional liquidity outside of the new ABL facility. This incremental financing consists of an additional $10 million under TEAM's delayed draw subordinated term loan facility with Corre Partners dated November 2021. The additional liquidity under the subordinated term loan is available to be drawn by the Company until July 1, 2022, to support seasonal working capital needs.
New Equity Investment and an Additional Independent Director Nominee
As part of the refinancing and concurrent with its closing, Corre Partners has completed a $10 million private placement equity investment in the Company. Under the stock purchase agreement, Corre Partners has purchased 11,904,761 shares of TEAM's common stock at $0.84 per share, which was purchased at a premium of approximately 20% over the 20–day average trading price of $0.70 per share. The investment is intended to support the Company's future growth, including the expansion of its aerospace non-destructive testing capacity, digital and technology, and other product and service offerings.
Importantly, both Atlantic Park and Corre Partners have also agreed to waive anti-dilution provisions within their existing stock warrant agreements with respect to the equity financing.
In connection with its increased investment, Corre Partners has nominated Michael J. Caliel to serve as an independent director to TEAM's Board, subject to his appointment and meeting certain nomination conditions. Mr. Caliel has over 40 years of experience, including turnaround experience in the energy, industrial, and infrastructure end markets. Mr. Caliel currently serves as non-executive Director of Orion Group Holdings and previously served as President, Chief Executive Officer and Director of Layne Christensen Company, Chief Executive Officer of Invensys Operations Management, a division of Invensys PLC, and President, Chief Executive Officer and Director of Integrated Electrical Services, Inc. If appointed, as part of his Board role, Mr. Caliel is expected to participate with the Board and management on the ongoing financial and operational turnaround objectives as well as other strategic initiatives.
"Looking ahead, we remain committed to furthering our capital strengthening priorities to support the future growth of the Company, including using stringent fiscal discipline as we execute on the cost reduction actions to optimize our structure, and to enhance the value of the Company. Our plan is focused on pursuing a higher margin service mix and digital innovation opportunities to improve our competitive advantages and expand our market position. Finally, I look forward to working with Mike and believe he will be a valuable addition to our Board," concluded Mr. Gatti.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Company's common stock or any other securities and shall not constitute an offer, solicitation or sale of these or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team, Inc. (NYSE: TISI) is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our client's most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. They include but are not limited to statements regarding the Company's financial prospects and the implementation of cost saving measures. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the duration and magnitude of accidents, extreme weather, natural disasters, and pandemics (such as COVID-19) and related economic effects, the Company's liquidity and ability to obtain additional financing, the Company's ability to continue as a going concern, the Company's ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs and COVID-19 vaccination requirements; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company's ability to successfully divest assets on terms that are favorable to the Company; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; the Company's continued listing on the New York Stock Exchange, and such known factors as are detailed in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statement regarding the Company's financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Christopher Robinson, CFA
Vice President, Corporate Development & Investor Relations
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SOURCE Team, Inc.