Highlights

  • Teamshares repaid its US$150 million legacy Credit Facility using a new US$130 million four-year term Loan and cash.
  • The new loan carries interest at SOFR plus 9.5%, expected to cut annual interest expense by about US$5 million.
  • Accounts advised by T. Rowe Price Investment Management bought US$225 million of Series A preferred stock in September.
  • Q2 2026 Revenue rose 20% to US$148.7 million, and adjusted EBITDA increased 166% to US$9.6 million.

Four months after its Nasdaq debut, Teamshares Inc. (NASDAQ:TMS) has reworked its capital structure, pairing a September preferred Equity raise with an October refinancing that removes a near-term Debt maturity. On 19 October 2026, the acquirer of small and medium-sized businesses announced it had repaid its US$150 million legacy credit facility in full using a new US$130 million term loan arranged by affiliates of Sound Point Capital, together with cash on hand.

Founded in 2019, Teamshares buys businesses with US$0.5 million to US$5 million of EBITDA from retiring owners and helps employees earn operating company stock.

Lower-Cost Debt Replaces a Near-Term Maturity

The four-year term loan matures in the fourth quarter of 2030 and carries a floating rate of SOFR plus 9.5%, 1.5 percentage points below the legacy facility. At current SOFR levels, the company expects annual interest expense to fall by about US$5 million. It has also begun repaying US$17 million of mezzanine debt early, which is expected to reduce annual interest expense by a further US$3 million.

Chief Financial Officer Brian Gaebe described the loan as a bridge to a broader financing process with institutional lenders and, eventually, to public debt markets. The company retains flexibility to refinance or repay the loan at any time and to raise further debt for acquisitions.

Preferred Equity Funds the Acquisition Program

On 23 September 2026, Teamshares closed a US$225 million investment in newly designated Series A perpetual, non-voting, non-convertible preferred stock, bought by accounts advised by T. Rowe Price Investment Management. The shares pay a 16.0% annual cash dividend, stepping down to 14.5% if deleveraging and EBITDA thresholds are met, and the company may issue up to US$75 million more of the same series.

Proceeds are intended mainly to fund acquisitions alongside senior acquisition debt and seller notes. The company became publicly listed through its combination with Live Oak Acquisition Corp. V, beginning Nasdaq trading on 23 June 2026, with the deal providing US$132.4 million in gross proceeds.

Second-Quarter Growth and Acquisition Targets

For Q2 2026, revenue increased 20% to US$148.7 million and Gross Profit rose 25% to US$61.4 million. Net Income was US$9.5 million against a US$12.9 million loss a year earlier, helped by a US$24.9 million non-cash gain on earnout share and deferred founder share liabilities. Adjusted EBITDA, a non-GAAP measure, reached US$9.6 million, while SME segment EBITDA grew 47% to US$20.1 million, mainly through acquisitions, with organic growth of 0.4%.

Management reaffirmed 2026 pro forma adjusted EBITDA guidance of US$60 million, including US$40 million from acquisitions, assuming timely completion of capital-providing transactions. In August, it held non-binding letters of intent for 10 businesses expected to generate about US$30 million in annual EBITDA, and Chief Executive Michael Brown has since cited additional signed letters and a US$100 million pro forma adjusted EBITDA forecast for 2027. Shares closed at US$4.43 on 30 October 2026, up 8.05% on the day, giving a market Capitalization of about US$327.79 million.