Saltchuk buys Great Lakes Dredge & Dock (NASDAQ: GLDD) for $17 per share
Rhea-AI Filing Summary
Great Lakes Dredge & Dock Corporation has been acquired by Saltchuk Resources in a cash deal. Saltchuk’s subsidiary completed a tender offer for all outstanding shares at $17.00 per share, with 53,738,558 shares tendered, representing about 79.88% of the company. This allowed a follow-on merger under Delaware law without a shareholder vote, making Great Lakes a wholly owned Saltchuk subsidiary.
Following the merger, Great Lakes requested suspension of trading on Nasdaq, delisting of its common stock and plans to terminate its SEC registration and reporting obligations. Saltchuk also launched a tender offer for Great Lakes’ 5.25% Senior Notes due 2029; by the early deadline, holders had tendered $258,134,000 of the original $325,000,000. A supplemental indenture removes most restrictive covenants after settlement. The company fully repaid and terminated its revolving credit facility, and its charter, bylaws and board composition were replaced with those of the merger subsidiary.
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Insights
Saltchuk takes GLDD private at $17/share and reshapes its debt.
The transaction moves Great Lakes Dredge & Dock from public to wholly owned Saltchuk subsidiary via a cash tender offer at $17.00 per share and a follow-on merger under Section 251(h) of Delaware law. Public shareholders are cashed out, and trading on Nasdaq will cease.
On the debt side, Saltchuk is simplifying covenants and maturities. Holders of 5.25% Senior Notes due 2029 tendered $258,134,000 out of $325,000,000 outstanding by the early deadline, and a supplemental indenture eliminates substantially all restrictive covenants after settlement. The company also repaid and terminated its revolving credit agreement, shifting funding reliance toward Saltchuk’s credit facilities.
For remaining noteholders, the filing states an intention, but not an obligation, to redeem any untendered notes at par on or after June 1, 2026, which would further consolidate debt terms under Saltchuk’s ownership. Governance has been fully reset, with former directors resigning and the merger subsidiary’s directors and amended charter and bylaws now governing the surviving corporation.
8-K Event Classification
Key Figures
Key Terms
tender offer financial
Consent Solicitation financial
Supplemental Indenture financial
restrictive covenants financial
Form 25 regulatory
Form 15 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Introductory Note
As previously reported in the Current Report on Form 8-K filed by Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc., a Washington corporation (“Saltchuk”), and Huron MergeCo., Inc., a Delaware corporation and a wholly owned subsidiary of Saltchuk (“Merger Sub”), on February 10, 2026.
Pursuant to the Merger Agreement, on March 4, 2026, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for $17.00 per Share (the “Offer Price”), net to the seller thereof in cash, without interest and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of March 4, 2026 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal.
The Offer expired one minute after 11:59 p.m., New York City time, on March 31, 2026. According to Broadridge Corporate Issuer Solutions, LLC, the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”), as of the expiration of the Offer, 53,738,558 Shares were validly tendered in accordance with the terms of the Offer and “received” (within the meaning of Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) and not validly withdrawn, representing approximately 79.88% and at least one Share more than a majority of the issued and outstanding Shares as of the expiration of the Offer. The number of Shares tendered, together with the Shares directly or indirectly owned by Saltchuk, Merger Sub, and their respective wholly owned subsidiaries as of the expiration of the Offer, satisfied the Minimum Tender Condition (as defined in the Merger Agreement). On April 1, 2026, all conditions to the Offer having been satisfied or waived, Merger Sub accepted for purchase and payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as of the expiration of the Offer (the “Offer Acceptance Time”).
As a result of its acceptance of the Shares tendered in the Offer, Merger Sub acquired a sufficient number of Shares to complete the merger of Merger Sub with and into the Company (the “Merger”) without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, following the consummation of the Offer, Saltchuk and Merger Sub effected the Merger pursuant to Section 251(h) of the DGCL, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Saltchuk (the “Surviving Corporation”). In connection with the Merger, each Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) shares held in the treasury of the Company or owned of record by any subsidiary of the Company and shares owned of record by Saltchuk, Merger Sub (including shares irrevocably accepted for payment by Merger Sub in the Offer) or any of their respective wholly owned subsidiaries, in each case, other than those held on behalf of any third party and (ii) shares held by stockholders of the Company who have properly demanded appraisal of such shares of Company Common Stock under, and who comply in all respects with, Section 262 of the DGCL) was cancelled and converted into the right to receive the Offer Price in cash, without interest, and subject to any required tax withholding.
Pursuant to the terms of the Merger Agreement, at the Effective Time:
| • | outstanding restricted stock unit awards that were subject solely to time-based vesting conditions (“Time-Based RSU Awards”) granted prior to the date of the Merger Agreement and outstanding as of the Effective Time became fully vested and were cancelled and each holder of such cancelled Time-Based RSU Award became entitled to receive a cash payment, without interest and less required withholdings, equal to the product of (i) the Offer Price and (ii) the number of Shares subject to such Time-Based RSU Award; |
| • | outstanding Time-Based RSU Awards granted after the date of the Merger Agreement but prior to the Effective Time vested on a pro-rated basis upon the consummation of the Merger based on the period of time that the award recipient was employed between the applicable date of grant and the closing date of the Merger relative to the full vesting period set forth in such Time-Based RSU Award, and each holder of any such Time-Based RSU Award became entitled to receive a cash payment, without interest and less required withholdings, equal to the product of (i) the Offer Price and (ii) the number of vested Shares subject to such Time-Based RSU Award. The portion of such Time-Based RSU Award that did not vest upon the Effective Time was replaced by a cash-based award of equivalent value (based on the Offer Price), with such award subject to the same time-based vesting conditions as applied to such unvested portion of the award prior to the Effective Time (each, a “Replacement Award”); provided, that upon a recipient’s (1) termination without Cause (as such term is defined in the recipient’s employment agreement or, if not applicable, in the Great Lakes Dredge and Dock Company, LLC Severance Pay Plan) or (2) in the case of a recipient with an employment agreement, resignation for Good Reason (as defined in the applicable employment agreement), in each case, following the Effective Time, 100% of the Replacement Award will immediately vest and become payable; provided, deferred stock units (“DSUs”) granted to non-employee directors pursuant to existing deferrals under the Great Lakes Dredge & Dock Corporation Director Deferral Plan following the date of the Merger Agreement became fully vested and were cancelled and each holder of any such cancelled DSU became entitled to receive a cash payment, without interest and less required withholdings, equal to the product of (i) the Offer Price and (ii) the number of Shares subject to such DSU; |
| • | outstanding restricted stock unit awards that were subject to performance-based vesting conditions (“Performance-Based RSU Awards”) became fully vested and were cancelled and each holder of any such cancelled Performance-Based RSU Award became entitled to receive a cash payment, without interest and less required withholdings, equal to the product of (A) the Offer Price and (B) the number of Shares earned or deemed earned with respect to such Performance-Based RSU Award, as determined as described below; |
| • | Performance-Based RSU Awards that were subject to performance-based vesting conditions that did not provide for a target level of performance (“Special PSUs”) were deemed to have achieved all applicable vesting conditions; |
| • | Performance-Based RSU Awards (other than Special PSUs) for which the applicable performance period ended prior to the date of the Merger Agreement were deemed achieved based on actual performance for such performance period; |
| • | Performance-Based RSU Awards (other than Special PSUs) for the 2026 annual performance period were deemed achieved at (A) the projected actual level of performance (as determined by the compensation committee of the Company’s board of directors), if performance goals had been established prior to the date of the Merger Agreement and (B) the target level of performance, if levels of performance had not been established prior to the date of the Merger Agreement; and |
| • | Performance-Based RSU Awards (other than Special PSUs) for the 2027 annual performance period were deemed achieved at the target level of performance. |
The foregoing descriptions of the Offer, the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2026, and is incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 18, 2026, the Company and Saltchuk announced that Saltchuk had commenced a cash tender offer (the “Notes Tender Offer”) to purchase any and all of the Company’s outstanding 5.25% Senior Notes due 2029 (the “Notes”). In conjunction with the Notes Tender Offer, Saltchuk also commenced a consent solicitation (the “Consent Solicitation”) seeking consents (“Consents”) from holders of the Notes (collectively, the “Holders”) to amend certain provisions (the “Proposed Amendments”) of the indenture, dated as of May 25, 2021 (the “Indenture”), between Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Company and the subsidiary guarantors party thereto, under which the Notes were issued. The Notes Tender Offer and Consent Solicitation are being made and are subject to the limitations, restrictions, terms and conditions set forth in Saltchuk’s Offer to Purchase and Consent Solicitation Statement, dated March 18, 2026 (the “Offer to Purchase and Consent Solicitation Statement”).
As of 5:00 p.m. New York City time on March 31, 2026 (the “Early Tender Deadline”), Saltchuk received the requisite Consents from Holders to effect the Proposed Amendments to the Indenture.
On April 1, 2026, the Company, the subsidiary guarantors party to the Indenture and the Trustee entered into a Supplemental Indenture to the Indenture (the “Supplemental Indenture”). The Supplemental Indenture amended the Indenture to, among other things, eliminate substantially all of the restrictive covenants, eliminate certain events of default and modify certain redemption notice requirements contained in the Indenture.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On April 1, the Company repaid in full all outstanding borrowings under its Second Amended and Restated Revolving Credit and Security Agreement, dated as of July 29, 2022, by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent (as amended, modified, supplemented or restated through the date hereof, the “Credit Agreement”). Upon such repayment, the Credit Agreement was terminated and all commitments thereunder were cancelled. The Company effected these transactions in connection with its acquisition by Saltchuk on April 1, 2026 pursuant to the Merger Agreement, as further described in the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference.
As a result of the termination of the Credit Agreement, all obligations of the Company and its subsidiaries thereunder were satisfied in full, and all liens, guaranties and security interests securing such obligations under the Credit Agreement were released.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
On April 1, 2026, the Company (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the Shares effective before the opening of trading on April 1, 2026, and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Change in Control of Registrant.
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became a wholly owned subsidiary of Saltchuk. The Offer Price was funded through borrowings under Saltchuk’s existing credit facilities and from a refinancing and upsize of Saltchuk’s existing credit facilities. Information regarding Saltchuk’s credit facilities has been previously disclosed in Section 9 of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Merger Sub and Saltchuk with the SEC on March 4, 2026, as subsequently amended, which is incorporated herein by reference. To the knowledge of the Company, there are no arrangements that may at a subsequent date result in a further change in control of the Company.
The information set forth in the Introductory Note and Items 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time, Lawrence A. Dickerson, Ronald R. Steger, Dana A. Armstrong, Lasse J. Petterson, Kathleen M. Shanahan and Earl L. Shipp each resigned as a director of the Company. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Merger Agreement, from and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time continued as the officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Mark N. Tabbutt, Jerald W. Richards, David R. Stewart, and Colleen Rosas. Information regarding the new directors has been previously disclosed in Schedule A of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Merger Sub with the SEC on March 4, 2026, as subsequently amended, which is incorporated herein by reference.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time is the name of the Company and except with respect to the provision that named the incorporator, which was omitted, and the provisions regarding indemnification, which were materially revised in accordance with the terms of the Merger Agreement), and, as so amended and restated, is the certificate of incorporation of the Surviving Corporation until further amended or restated as provided therein or by applicable law (the “Amended and Restated Certificate of Incorporation”). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
In accordance with the Merger Agreement, as of the Effective Time, the bylaws of Merger Sub, as in effect as of the Effective Time, became the bylaws of the Surviving Corporation (except that references to the name of Merger Sub were replaced with the name of the Surviving Corporation and except with respect to the provisions regarding indemnification, which were materially revised in accordance with the terms of the Merger Agreement) (the “Amended and Restated Bylaws”), until amended as provided therein or in the Amended and Restated Certificate of Incorporation or by applicable law. A copy of such Amended and Restated Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On April 1, 2026, the Company and Saltchuk issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On April 1, 2026, Saltchuk purchased $258,134,000 aggregate principal amount of Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline pursuant to the Notes Tender Offer.
For further information on the Notes Tender Offer and Consent Solicitation, including information with respect to the expiration date and the passage of the deadline for withdrawing tenders of Notes and validly revoking Consents, see (i) the joint press release issued by the Company and Saltchuk announcing early results with respect to the Notes Tender Offer and Consent Solicitation, a copy of which is filed herewith as Exhibit 99.2 and is incorporated herein by reference, and (ii) the Offer to Purchase and Consent Solicitation Statement.
The Notes Tender Offer and the Consent Solicitation are only being made pursuant to the Offer to Purchase and Consent Solicitation Statement. This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of February 10, 2026, by and among Great Lakes Dredge & Dock Corporation, Saltchuk Resources, Inc. and Huron MergeCo., Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Great Lakes Dredge & Dock Corporation with the SEC on February 11, 2026).* | |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Great Lakes Dredge & Dock Corporation, dated April 1, 2026. | |
| 3.2 | Third Amended and Restated Bylaws of Great Lakes Dredge & Dock Corporation, dated April 1, 2026. | |
| 4.1 | Supplemental Indenture, dated April 1, 2026, by and among, Great Lakes Dredge & Dock Corporation, as issuer, the guarantors party thereto, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee. | |
| 99.1 | Joint Press Release of Great Lakes Dredge & Dock Corporation and Saltchuk Resources, Inc., dated April 1, 2026 (incorporated herein by reference to Exhibit (a)(5)(viii) to the Schedule 14D-9/A filed by Great Lakes Dredge & Dock Corporation with the SEC on April 1, 2026). | |
| 99.2 | Joint Press Release of Great Lakes Dredge & Dock Corporation and Saltchuk Resources, Inc., dated April 1, 2026 announcing the early results of the Notes Tender Offer and Consent Solicitation and execution of the Supplemental Indenture. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any omitted schedules to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREAT LAKES DREDGE & DOCK CORPORATION | ||
| By: | /s/ Vivienne R. Schiffer | |
| Vivienne R. Schiffer | ||
| Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | ||
Date: April 1, 2026
Exhibit 99.2
|
|
Saltchuk Resources, Inc. and Great Lakes Dredge & Dock Corporation Announce
Early Results of Debt Tender Offer and Related Consent Solicitation
Early Settlement of Debt Tender Offer Scheduled for April 1
SEATTLE and HOUSTON, April 1, 2026 — Saltchuk Resources, Inc. (the “Offeror”) and Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) (the “Company”) today announced the results to date of the Offeror’s previously-announced cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 5.25% Senior Notes due 2029 (the “Notes”), and the related solicitation (the “Consent Solicitation”) of consents (each a “Consent” and, collectively, the “Consents”) from holders of the Notes (each, a “Holder” and, collectively, the “Holders”) to amend certain provisions (the “Proposed Amendments”) of the Company’s indenture, dated as of May 25, 2021 (as supplemented from time to time prior to the date hereof, the “Indenture”), between Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Company and the subsidiary guarantors party thereto, under which the Notes were issued, both of which are subject to the limitations, restrictions, terms and conditions set forth in the Offeror’s Offer to Purchase and Consent Solicitation Statement dated March 18, 2026 (the “Offer to Purchase and Consent Solicitation Statement”).
Contemporaneously with issuing this press release, the Offeror and the Company jointly issued a separate press release announcing that the Offeror had consummated its acquisition of the Company pursuant to the terms and conditions specified in the Agreement and Plan of Merger, dated February 10, 2026 (the “Merger Agreement”), by and among the Company, the Offeror and Huron MergeCo, Inc. (the “Acquisition Sub”), thereby satisfying the Acquisition Condition (as defined in the Offer to Purchase and Consent Solicitation Statement) to the Tender Offer and Consent Solicitation.
Early Results of Tender Offer and Consent Solicitation
According to information received from Global Bondholder Services Corporation, the Offeror’s tender and information agent for the Tender Offer, the table below sets forth the aggregate principal amount of Notes that were validly tendered and not validly withdrawn and Consents that were validly delivered and not validly revoked, at or prior to 5:00 p.m., New York City time, on March 31, 2026 (such date and time, the “Early Tender Deadline”).
| Title of Notes |
CUSIP / ISIN(1) |
Outstanding Principal Amount Prior to the Tender Offer |
Outstanding Principal Amount Tendered as of the Early Tender Deadline |
Tender Offer Consideration(2) |
Early Tender Payment(3) |
Total Consideration(2)(4) |
||||||||||||||||
| 5.25% Senior Notes due 2029 of Great Lakes Dredge & Dock Corporation |
144A: 390607AF6 / US390607AF62 Reg. S: US-U39023AG8 / USU39023AG89 |
$ | 325,000,000 | 258,134,000 | $ | 971.25 | $ | 30.00 | $ | 1,001.25 | ||||||||||||
| (1) | No representation is made as to the correctness or accuracy of the CUSIP / ISIN. They are provided solely for the convenience of the Holders. |
| (2) | Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Offeror. Excludes accrued and unpaid interest, which will be paid on Notes accepted for purchase by the Offeror as described in the Offer to Purchase and Consent Solicitation Statement. |
| (3) | Included in the Total Consideration per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Deadline and accepted for payment by the Offeror. |
| (4) | Includes the Early Tender Payment. |
On April 1, 2026, the Offeror confirmed its acceptance for purchase of all Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline (the “Early Settlement”), subject to the satisfaction or waiver of the remaining conditions to the Tender Offer and Consent Solicitation described in the Offer to Purchase and Consent Solicitation Statement.
The requisite consents to effect the Proposed Amendments, as described in the Offer to Purchase and Consent Solicitation Statement, were received and accepted with respect to the Notes. Accordingly, the Company expects to implement the Proposed Amendments promptly following the Early Settlement by entering into the Supplemental Indenture (as defined in the Offer to Purchase and Consent Solicitation Statement). The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative unless the Offeror purchases all of the validly tendered (and not validly withdrawn) Notes in the Tender Offer.
General Information Regarding the Tender Offer and Consent Solicitation
The Tender Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on April 15, 2026, unless extended by the Offeror (such date and time, as it may be extended, the “Expiration Time”) or earlier terminated. No tenders of Notes or deliveries of related Consents submitted after the Expiration Time will be valid. The Early Tender Deadline was the deadline for holders to validly withdraw tenders of Notes and validly revoke Consents. Accordingly, Notes tendered and Consents delivered and not validly withdrawn or revoked may no longer be withdrawn or revoked, subject to applicable law.
The Tender Offer and Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, copies of which have been furnished by the Offeror to the Holders and additional copies of which can be obtained in the manner described below. Holders are encouraged to read the Offer to Purchase and Consent Solicitation Statement and the information incorporated therein by reference, as they contain important information regarding the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation are not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer or the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Offeror by BofA Securities, as the Dealer Manager with respect to the Tender Offer and Solicitation Agent with respect to the Consent Solicitation, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
To the extent any Notes remain outstanding following the consummation of the Tender Offer and Consent Solicitation, the Offeror intends, but is not obligated, to redeem such remaining Notes at par on or after June 1, 2026 and satisfy and discharge the Company’s obligations under the Indenture pursuant to the terms thereof.
BofA Securities has been retained as the Dealer Manager in connection with the Tender Offer and as the Solicitation Agent in connection with the Consent Solicitation. In such capacities, they may contact Holders regarding the Tender Offer and Consent Solicitation and may request brokers, dealers, banks, trust companies and other nominees or intermediaries to forward the Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Questions and requests for assistance regarding the terms of the Tender Offer and Consent Solicitation should be directed to the Dealer Manager at (888) 292-0070 (toll-free) or (980) 388-3646 (collect). Questions regarding the procedures for tendering Notes and delivering Consents relating to the Tender Offer and Consent Solicitation or requests for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to Global Bondholder Services Corporation, the Tender and Information Agent for the Tender Offer and Consent Solicitation, at (212) 430-3774 (for banks and brokers only) or (855) 654-2014 (toll-free) (for all others) or contact@gbsc-usa.com.
None of the Offeror, the Company, the Trustee, the Dealer Manager, the Tender and Information Agent, or any of their respective affiliates makes any recommendation as to whether Holders should tender or refrain from tendering their Notes in response to the Tender Offer or delivering Consents pursuant to the Consent Solicitation, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own independent decision as to whether to tender Notes and deliver accompanying Consents and, if so, the principal amount of the Notes as to which action is to be taken.
2
The Offeror reserves the right, subject to applicable law, with respect to the Tender Offer and Consent Solicitation, as applicable, to (a) waive in whole or in part any or all conditions to the Tender Offer and Consent Solicitation, as applicable; (b) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (c) otherwise modify or terminate the Tender Offer or the Consent Solicitation, as applicable.
This press release is for informational purposes only. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. Nothing contained herein shall constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption or satisfy or discharge the Indenture.
About Saltchuk Resources, Inc.
Saltchuk is a privately owned enterprise that has built a reputation over 40 years of being a multi-generational home for great companies. Headquartered in Seattle, additional information is available at www.saltchuk.com.
About Great Lakes Dredge & Dock Corporation
Great Lakes Dredge & Dock Corporation is the largest provider of dredging services in the United States, which is complemented with a long history of performing significant international projects. In addition, Great Lakes is fully engaged in expanding its core business into the offshore energy industry. GLDD employs experienced civil, ocean and mechanical engineering staff in its estimating, production, and project management functions. In its over 136-year history, GLDD has never failed to complete a marine project. Great Lakes owns and operates the largest and most diverse fleet in the U.S. dredging industry, comprised of approximately 200 specialized vessels. Great Lakes has a disciplined training program for engineers that ensures experience-based performance as they advance through GLDD operations. GLDD’s Incident-and Injury-Free® (IIF®) safety management program is integrated into all aspects of the GLDD’s culture. GLDD’s commitment to the IIF® culture promotes a work environment where employee safety is paramount.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements made herein with respect to the Tender Offer and Consent Solicitation and related transactions, including, for example, the timing of the completion of the Tender Offer and Consent Solicitation, or the potential benefits of any such transactions, reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company and the Offeror’s actual results may differ materially from its expectations or projections. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “project,” “contemplate,” “predict,” “potential,” “continue,” “may,” “would,” “could,” “should,” “seeks,” “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language.
The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements. Such factors include, but are not limited to, the effect of the announcement of the Acquisition Transactions (as defined in the Offer to Purchase and Consent Solicitation Statement) and the Tender Offer and Consent Solicitation on the Company and the Offeror’s relationships with employees, governmental entities and other business relationships, operating results and business generally; the outcome of any legal proceedings that may be instituted against the Company and the Offeror related to the transactions contemplated by the Merger Agreement, including the Acquisition Transactions; the failure to satisfy conditions to consummate the Tender Offer or Consent Solicitation on the parties’ anticipated timeframes or at all; risks that the Tender Offer, Consent Solicitation or the Acquisition Transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general; and those other risks and uncertainties discussed from time to time in the reports or other public filings of the Company, the Offeror or the Acquisition Sub with the SEC.
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Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in its periodic filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025. GLDD’s SEC filings are available publicly on the SEC’s website at www.sec.gov, on GLDD’s website at gldd.com under “Investors—Financials & Filings—SEC filings” or upon request via email to EMBirge@gldd.com. All forward-looking statements contained in this communication are based on information available to the Company and the Offeror as of the date hereof and are made only as of the date of this communication. The Company and the Offeror disclaim any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required under applicable law. These forward-looking statements should not be relied upon as representing the Company and the Offeror’s views as of any date subsequent to the date of this communication. Furthermore, any information about our intentions contained in any of our forward-looking statements reflects our intentions as of the date of such forward-looking statement, and is based upon, among other things, existing regulatory, industry, competitive, economic and market conditions, and our assumptions as of such date. Either the Offeror or the Company may change its intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of the Company or the Offeror.
Contact:
Eric Birge,
Vice President of Investor Relations of the Company,
313-220-3053
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