Unassociated Document
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment
No. 3)
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
TechTeam
Global, Inc.
(Name
of Subject Company (Issuer))
Platinum
Merger Sub, Inc.
(Offeror)
a
wholly-owned subsidiary of
Stefanini
International Holdings Ltd
(Parent
of Offeror)
(Names
of Filing Persons (identifying status as offeror, issuer or other
person))
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
878311109
(CUSIP
Number of Class of Securities)
Antonio
Carlos Barretto
Stefanini
IT Solutions SA
Avenida
Brigadeiro Faria Lima, 1355, 19th Floor
São
Paulo, SP 001452-002
Brazil
Telephone: 011-55-11-3039-2065
(Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
to:
Diane
Holt Frankle, Esq.
DLA
Piper LLP (US)
2000
University Avenue
East
Palo Alto, California 94303
Telephone: (650)
833-2026
CALCULATION
OF FILING FEE
Transaction
Valuation*:
|
|
Amount
of
Filing Fee**:
|
$94,311,421
|
|
$6,725
|
*
|
Estimated
solely for the purpose of determining the filing fee in accordance with
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
calculation assumes the purchase of 11,190,781 shares of TechTeam Global,
Inc. common stock at $8.35 per share. The transaction value also includes
the aggregate offer price for 656,000 shares issuable pursuant to
outstanding stock options with an exercise price less than $8.35 per
share, which is calculated by multiplying the number of shares underlying
such outstanding options at each exercise price therefore by an amount
equal to $8.35 minus such exercise
price.
|
**
|
The
amount of the filing fee calculated in accordance with the Exchange Act
equals $71.30 for each $1,000,000 of value. The filing fee was calculated
in accordance with Rule 0-11(d) under the Exchange Act and Fee Rate
Advisory #4 for fiscal year 2010, issued December 17,
2009.
|
x
|
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
|
|
Amount
previously paid: $6,725
|
|
Form
or registration no.: TO-T
|
|
|
Filing
Party: Stefanini International Holdings Ltd and Platinum Merger Sub,
Inc.
|
|
Date
Filed: November 12, 2010
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x
|
third-party
tender offer subject to Rule 14d-1.
|
¨
|
issuer
tender offer subject to Rule 13e-4.
|
¨
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going-private
transaction subject to Rule 13e-3.
|
x
|
amendment
to Schedule 13D under
Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
INTRODUCTORY
STATEMENT
This
Amendment No. 3 (this “Amendment”) amends and
supplements the Tender Offer Statement on Schedule TO (which, together with any
amendments or supplements thereto, collectively constitute the “Schedule TO”) that was
originally filed with the Securities and Exchange Commission on November 12,
2010 by (i) Platinum Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a
wholly-owned subsidiary of Stefanini International Holdings Ltd, a company
incorporated and registered under the laws of England and Wales (“Stefanini”), and (ii)
Stefanini. The Schedule TO relates to the purchase of all of the outstanding
shares of common stock, par value $0.01 per share, of TechTeam Global, Inc.
(“TechTeam”), at a
purchase price of $8.35 per share, net to the seller in cash, without interest
thereon and less any required tax withholdings, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated November 12, 2010 (the
“Offer to Purchase”),
and in the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments or supplements thereto, collectively constitute the
“Offer”), copies of
which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) thereto,
respectively. This Amendment is being filed on behalf of Merger Sub and
Stefanini. The information set forth in the Offer to Purchase and the related
Letter of Transmittal is hereby expressly incorporated by reference in answer to
Items 1 through 9 and 11 of this Amendment, and is amended and supplemented by
the information specifically provided herein.
As
permitted by General Instruction G to Schedule TO, this Amendment No. 3 to
Schedule TO is also an amendment to the joint statement on Schedule 13D filed on
November 10, 2010 (“Schedule
13D”) by Merger Sub, Stefanini, Marco Antonio Stefanini and Maria das
Graças Vuolo Sajovic.
Capitalized
terms used and not defined in this Amendment have the meanings assigned to such
terms in the Offer to Purchase.
CUSIP
No.
|
|
878311109
|
|
1
|
NAME
OF REPORTING PERSON:
Stefanini
International Holdings Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England
and Wales
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) Pursuant
to Tender and Support Agreements described below, Stefanini (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
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NAME
OF REPORTING PERSON:
Platinum
Merger Sub, Inc.
IRS
Identification No.: 27-3832860
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1) Pursuant
to Tender and Support Agreements described below, Platinum (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
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NAME
OF REPORTING PERSON:
Marco
Antonio Stefanini
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Brazil
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) Pursuant
to Tender and Support Agreements described below, Mr. Stefanini (as defined
below) may be deemed to have beneficial ownership of common stock of TechTeam
Global, Inc. under the circumstances described therein. Neither the
filing of this statement on Schedule 13D nor any of its contents shall be deemed
to constitute an admission by the reporting person that it is the beneficial
owner of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
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NAME
OF REPORTING PERSON:
Maria
das Graças Vuolo Sajovic
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Brazil
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) Pursuant
to Tender and Support Agreements described below, Ms. Sajovic (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
ITEM
1. SUMMARY
TERM SHEET
Item
1 of the Schedule TO is amended and supplemented by amending and supplementing
the information set forth in the Summary Term Sheet of the Offer to Purchase as
follows:
The
following replaces the sixth paragraph and its heading under the caption SUMMARY
TERM SHEET on page S-i:
“Do
you have the financial resources to pay for all of the shares of TechTeam common
stock that you are offering to purchase?
Yes. Our
parent company, Stefanini, and/or certain of our other affiliates in the
Stefanini Group will contribute or cause to be contributed to us up to the full
amount of the funds needed to pay for all of the shares of TechTeam common stock
that are accepted for payment by us in our offer, and to make payments for all
shares of TechTeam common stock that are not accepted for payment in our offer
and that will be converted into the right to receive $8.35 per share in cash
(without interest thereon and less any required tax withholdings) in the merger
described below following the acceptance of shares of TechTeam common stock for
payment pursuant to our offer. Accordingly, our offer is not subject to any
financing contingencies. We have also obtained bank facilities in the aggregate
amount of $94 million to finance our purchase of TechTeam common stock in our
offer and to pay for shares that are converted in the merger. These facilities
are guaranteed by Marco Stefanini and his wife, Maria das Graças Vuolo Sajovic,
the sole directors and shareholders of Stefanini, and are collateralized by
securities and other property owned by Mr. Stefanini and Ms. Sajovic. In
addition, Mr. Stefanini, Ms. Sajovic, Stefanini
Participações Ltda. and Stefanini Consultoria e Assessoria em
Informatica S.A., affiliate members of the Stefanini Group, have guaranteed
our obligations and those of Stefanini to pay for the shares of TechTeam common
stock pursuant to our offer and the terms of the merger agreement. See
Section 10 (Source and Amount of Funds) of this Offer to Purchase for more
information.”
ITEM
7. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7 of
the Schedule TO and Item 3 of the Schedule 13D is amended and supplemented by
amending and supplementing the information set forth in Section 10 (Source and
Amount of Funds) of the Offer to Purchase as follows:
The following paragraphs replaces
the fourth paragraph under the caption “Source and Amount of Funds” on page
20:
“Due to
the favorable interest rate environment, after commencement of the Offer, Merger
Sub determined to seek loan financing for the Offer and the Merger, and it has
obtained bank facilities in the aggregate amount of $94 million to finance
the purchase of all outstanding Shares that are either tendered in the Offer or
converted into the right to receive cash in the Merger and to pay fees and
expenses related to the Offer and the Merger. This financing consists
of a credit facility from HSBC Private Bank (Suisse) S.A. (“HSBC”) in the maximum amount
of $64 million (the “HSBC
Facility”) and a term loan facility from Bank of America, N.A. (“BofA”) in the original
principal amount of $30 million (the “BofA Facility” and, together
with the HSBC Facility, the “Bank Facilities”). The Merger
Sub is the borrower under each of the Bank Facilities.
The HSBC
Facility is for a term of six months, subject to renewal for successive periods
of six months, but terminable by HSBC at any time at its sole discretion on 30
days’ notice. The HSBC Facility bears interest at the rate of LIBOR
plus 0.6% per annum for interest periods up to three months, with the interest
rate on fixed-term advances to be set by HSBC two days prior to the applicable
value date. The HSBC Facility is secured by a portfolio of marketable
securities, fiduciary deposits, bank guarantees, deposits and cash pledged by
Marco Stefanini and his wife, Maria das Graças Vuolo Sajovic, the sole directors
and shareholders of Stefanini. Events of default under the HSBC
Facility include, among other things, (a) any failure by the Merger Sub to
repay when due or discharge in full any of its indebtedness or liabilities to
HSBC or any other party and (b) any event which in HSBC’s reasonable
opinion gives grounds for belief that the Merger Sub or the guarantors may not
perform their respective obligations under the HSBC Facility. If an
event of default occurs, then (i) the undrawn part of the HSBC Facility
will be cancelled; (ii) the outstanding balance of the HSBC Facility,
including accrued interest, will become repayable immediately upon demand by
HSBC; and (iii) the Merger Sub will pay default interest on the outstanding
amount at a rate of 2% per annum above the rate otherwise
applicable. The HSBC Facility is governed by the laws of
Switzerland.
The BofA Facility is for a term of 364
days. The loan under the BofA Facility will bear interest at a rate per annum
equal to a base rate plus 0.45%, where the base rate is equal to the highest of
the Federal Funds Rate plus ½ of 1%, BofA’s prime rate and the British Bankers
Association LIBOR Rate for a one month interest period plus 1.00%. At the option
of the Merger Sub, all or a portion of such loan may be converted to a
Eurodollar loan bearing interest at a rate per annum equal to the British
Bankers Association LIBOR Rate for the applicable interest period plus 0.45%.
The BofA Facility is personally guaranteed by Mr. Stefanini and Ms. Sajovic. In
addition, the BofA Facility is secured by an irrevocable standby letter of
credit with an original face amount of $30,000,000 issued by Merrill Lynch
International Bank Limited (London Branch) in favor of BofA for the account of
the Merger Sub. The Merger Sub and one of its affiliates are jointly and
severally liable for any reimbursement obligation under the letter of credit.
Events of default under the BofA Facility include, among other things,
(i) any payment default or other event permitting the lender of any
indebtedness, other than indebtedness under the BofA Facility, or the
beneficiary of any guaranty obligation of the Merger Sub or any of its
subsidiaries to accelerate such obligation, (ii) the entry of one or more
final judgments against the Merger Sub or any of its subsidiaries in an
aggregate amount (as to all such judgments) in excess of $3,500,000, and
(iii) a change of control of the Merger Sub such that Mr. Stefanini and Ms.
Sajovic or Stefanini cease to own, directly or indirectly, 100% of the voting
equity securities of the Merger Sub. Upon the occurrence of an event
of default, BofA may declare all sums outstanding on the BofA Facility to be
immediately due and payable, and the Merger Sub will be liable for default
interest on such outstanding amounts at a rate of 2% per annum above the rate
otherwise applicable. The BofA Facility is
governed by the laws of the State of New York.
Stefanini
also continues to possess an irrevocable commitment from Mr. Stefanini and Ms.
Sajovic to subscribe for up to $95 million of the equity of Stefanini,
conditioned only on the closing of the Offer, and Mr. Stefanini,
Ms. Sajovic, Stefanini Participações Ltda. and Stefanini Consultoria e
Assessoria em Informatica S.A., affiliate members of the Stefanini Group,
have guaranteed the obligations of Merger Sub and Stefanini to pay for Shares
pursuant to the Offer and the Merger Agreement. Collectively, Stefanini and the
guarantors, Mr. Stefanini, Ms. Sajovic, Stefanini
Participações Ltda. and Stefanini Consultoria e Assessoria em
Informatica S.A., currently have aggregate cash and cash equivalents in
excess of $100 million, and they will provide any necessary funding to
finance the Offer and the Merger in excess of the proceeds of the Bank
Facilities.
As these
original sources of funds for the Offer remain in place, no amendment to the
Merger Agreement has been or will be made in connection with the establishment
of the Bank Facilities, and the Offer is not subject to any financing
condition.
The
Merger Sub and Stefanini anticipate that the Bank Facilities will be repaid from
the operating cash flow of TechTeam after the consummation of the Offer and the
Merger. If the operating cash flow of TechTeam is insufficient to repay the Bank
Facilities, then the Merger Sub and Stefanini will look to the collateral for
the Bank Facilities or the guarantee of Mr. Stefanini,
Ms. Sajovic, Stefanini Participações Ltda. and Stefanini Consultoria e
Assessoria em Informatica S.A. to repay any shortfall. For more
information about this Guarantee, see Section 12 (Purpose of the Offer and
the Merger; Plans for TechTeam; The Merger Agreement; The Guarantee; The Support
Agreements—The Guarantee).”
ITEM
12. EXHIBITS
Item 12 of the Schedule TO and Item 7
of the Schedule 13D is hereby amended and supplemented by adding the following
exhibits:
|
“(b)(1)
|
Credit
Agreement dated December 7, 2010 between HSBC Private Bank (Suisse) S.A.
and Platinum Merger Sub, Inc.”
|
|
“(b)(2)
|
Letter
Agreement re: Term Loan Facility, dated December 7, 2010, between Bank of
America N.A. and Platinum Merger Sub,
Inc.”
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and
correct.
Date:
December 7, 2010
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STEFANINI
INTERNATIONAL HOLDINGS LTD
By:
/s/
Antonio Barretto
Antonio
Barretto
Title: Duly
authorised attorney
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PLATINUM
MERGER SUB, INC.
By:
/s/
Antonio Barretto
Antonio
Barretto
Title: Secretary
|
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|
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|
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/s/
Marco Antonio Stefanini
Marco
Antonio Stefanini
|
|
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|
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/s/
Maria
das Graças Vuolo Sajovic
Maria
das Graças Vuolo Sajovic
|
EXHIBIT
INDEX
(a)(1)
|
Offer
to Purchase, dated November 12,
2010.*
|
(a)(2)
|
Form
of Letter of Transmittal.*
|
(a)(3)
|
Form
of Notice of Guaranteed Delivery.*
|
(a)(4)
|
Form
of Letter from the Information Agent to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.*
|
(a)(5)
|
Form
of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.*
|
(a)(6)
|
Form
of Notice to Participant in the Government Solutions 401k Retirement
Plan.*
|
(a)(7)
|
Joint
Press Release issued by Stefanini International Holdings Ltd and TechTeam
Global, Inc. on November 2, 2010 (incorporated by reference to Exhibit
99.2 attached to the Form 8-K filed with the SEC by TechTeam Global, Inc.
on November 2, 2010).
|
(a)(8)
|
Form
of Letter to Customers of TechTeam Global, Inc. (incorporated by reference
to Exhibit 99.3 attached to the Form 8-K filed with the SEC by TechTeam
Global, Inc. on November 2, 2010).
|
(a)(9)
|
Joint
Proposed Merger Overview Presentation by Stefanini and TechTeam to
TechTeam Customers (incorporated by reference to the pre-commencement
communication on Schedule TO filed with the SEC by Stefanini International
Holdings Ltd and Platinum Merger Sub, Inc. on November 4,
2010).
|
(a)(10)
|
Joint
Proposed Amended Merger Overview Presentation by Stefanini and TechTeam to
TechTeam Customers (incorporated by reference to pre-commencement
communication on Schedule TO filed with the SEC by Stefanini International
Holdings Ltd and Platinum Merger Sub, Inc. on November 8,
2010)
|
(a)(11)
|
Summary
Newspaper Advertisement published in The New York Times on
November 12, 2010.*
|
(a)(12)
|
Press
Release issued by Stefanini International Holdings Ltd on November 12,
2010.*
|
(a)(13)
|
Joint
Press Release, dated as of November 23, 2010, of Stefanini International
Holdings Ltd and TechTeam Global,
Inc.*
|
(b)(1)
|
Credit
Agreement dated December 7, 2010 between HSBC Private Bank (Suisse) S.A.
and Platinum Merger Sub, Inc.
|
(b)(2)
|
Letter
Agreement re: Term Loan Facility, dated December 7, 2010, between Bank of
America N.A. and Platinum Merger Sub,
Inc.
|
(d)(1)
|
Agreement
and Plan of Merger, dated as of November 1, 2010, by and among Stefanini
International Holdings Ltd, Platinum Merger Sub, Inc. and TechTeam Global,
Inc. (incorporated by reference to Exhibit 2.1 attached to the
Form 8-K filed with the SEC by TechTeam Global, Inc. on November 2,
2010).
|
(d)(2)
|
Guarantee,
dated as of November 1, 2010, by Marco Antonio Stefanini, Maria das Graças
Vuolo Sajovic, Stefanini Participações Ltda., and Stefanini Consultoria e
Assessoria em Informatica S.A. in favor of TechTeam Global, Inc.
(incorporated by reference to Exhibit 99.1 attached to the Form 8-K
filed with the SEC by TechTeam Global, Inc. on November 2,
2010).
|
(d)(3)
|
Form
of Tender and Support Agreement, dated as of November 1, 2010, by and
among Stefanini International Holdings Ltd, Platinum Merger Sub, Inc. and
each of the following: Costa Brava Partnership III L.P. and
Emancipation Capital, LLC (incorporated by reference to Exhibit 3 attached
to the Schedule 13D filed with the SEC by Stefanini International Holdings
Ltd, Platinum Merger Sub, Inc., Marco Antonio Stefanini and Maria das
Graças Vuolo Sajovic on November 10,
2010).
|
*
Previously filed with the Schedule TO