Team, Inc. Announces One-for-Ten Reverse Stock Split
December 09 2022 - 4:45PM
Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”),
a global leading provider of integrated, digitally-enabled asset
performance assurance and optimization solutions, today announced
that the Board of Directors of the Company (the “Board”) has
approved a reverse stock split of the outstanding shares of the
Company’s common stock, par value $0.30 per share (the “Common
Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”). The
Company’s shareholders granted authority to the Board to effect the
Reverse Stock Split at the Company’s Special Meeting of
Shareholders held on November 2, 2022, as adjourned to November 8,
2022. The Reverse Stock Split is scheduled to take effect at
approximately 5:00 p.m. Eastern Time on December 21, 2022 (the
“Effective Time”).
At the Effective Time, every ten issued and
outstanding shares of Common Stock will be converted into one share
of Common Stock, with a proportionate reduction in the Company’s
authorized shares of Common Stock. The par value of each share of
Common Stock will remain unchanged. The shares are expected to
begin trading on a split-adjusted basis at market open on December
22, 2022. Trading in the Common Stock will continue on the New York
Stock Exchange (“NYSE”) under the symbol “TISI,” but the security
will be assigned a new CUSIP number.
No fractional shares will be issued in
connection with the Reverse Stock Split. Instead, each stockholder
that otherwise would receive fractional shares will be entitled to
receive, in lieu of such fractional shares, cash in an amount
determined on the basis of the closing price of the Common Stock on
the NYSE on December 21, 2022. The Reverse Stock Split will apply
to all of the outstanding shares of Common Stock as of the
Effective Time. Proportional adjustments will be made to the number
of shares of Common Stock issuable upon exercise or conversion of
the Company’s outstanding warrants, equity awards and convertible
securities, as well as the applicable exercise prices.
Computershare Trust Company, N.A.
(“Computershare”), the Company’s transfer agent, will act as the
exchange agent for the reverse stock split. Shareholders with
certificated shares will receive a letter of transmittal from
Computershare with instructions on how to surrender certificates
representing pre-split shares. Shareholders should not send in
their pre-split certificates until they receive a letter of
transmittal from Computershare. Shareholders with book-entry shares
or who hold their shares through a bank, broker or other nominee
will not need to take any action.
Additional information about the Reverse Stock
Split and the related charter amendment can be found in the
Company’s definitive proxy statement filed with the Securities and
Exchange Commission on September 19, 2022.
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.
Forward Looking Statements
Certain forward-looking information contained
herein is being provided in accordance with the provisions of the
Private Securities Litigation Reform Act of 1995. The Company has
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. All statements other
than statements of historical or current fact included in this
report are forward-looking statements, including but not limited
to, the Company’s expectations relating to the Reverse Stock Split
and its plans to regain NYSE compliance. Many factors 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 impact of negative market conditions, including
inflation, foreign exchange rate fluctuations, volatility in the
financial and credit markets, and future economic uncertainties,
particularly in industries in which we are heavily dependent; the
impact of the ongoing conflict in Ukraine; the duration and
magnitude of accidents, extreme weather, natural disasters, and
public health crises (such as COVID-19) and related economic
effects; the Company’s liquidity and ability to obtain additional
financing; 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
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; the Company’s
ability to repay, refinance or restructure its debt and the debt of
certain of its 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 and actual results may differ materially from those that
are expected. 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.
Contact:Nelson HaightExecutive Vice President,
Chief Financial Officer(281) 388-5521
Team (NYSE:TISI)
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