Item 1.01. Entry into a Material Definitive Agreement.
On January 13, 2022, Team, Inc. (the "Company") and Truist Bank, as trustee,
entered into a supplemental indenture (the "Supplemental Indenture") to the
indenture (the "Indenture") governing the Company's 5.00% Convertible Senior
Notes due 2023 (the "Notes") to effect certain amendments (the "Amendments") to
the Indenture and to modify the Notes held by consenting holders (the
"Consenting Holders") of $51,969,000 in aggregate principal amount of the Notes
(such modified Notes, the "PIK Securities").
The Supplemental Indenture amends the Indenture to, among other things:
(i) allow for interest payable on the PIK Securities on February 1, 2022 to be
paid in PIK Interest (as defined in the Supplemental Indenture) and on
subsequent interest payment dates to be payable, at the Company's option, at a
rate of 5.00% per annum entirely in cash or at a rate of 8.00% per annum in PIK
Interest; (ii) provide for additional changes to the Indenture to allow for the
payment of PIK Interest and for the PIK Securities to be issued in denominations
of $1,000 and integral multiples thereof (or if PIK Interest has been paid with
respect to the PIK Securities, in minimum denominations of $1.00 and integral
multiples of $1.00 in excess thereof); (iii) clarify that the unmodified Notes
and PIK Securities will be treated as a single series of Notes for all purposes
under the Indenture, other than the option of the Company to pay PIK Interest on
the PIK Securities; and (iv) make certain conforming changes, including
conforming modifications to certain definitions and cross-references as a result
of such amendments. Notes held by holders other than the Consenting Holders were
not modified and interest on such Notes will continue to be paid in cash at a
rate of 5.00% per annum as set forth in the Indenture.
The description of the Supplemental Indenture contained in this Current Report
on Form 8-K is qualified in its entirety by reference to the complete text of
the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and
is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K
regarding the payment of PIK Interest on the PIK Securities is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
number Description
4.1 Supplemental Indenture, dated as of January 13, 2022, by and between
Team, Inc. and Truist Bank, as trustee.
4.2 Form of PIK Security (included in Exhibit 4.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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