Saltchuk Resources, Inc. and Great Lakes Dredge & Dock Corporation have announced a cash tender offer for any and all of Great Lakes Dredge & Dock Corporation's 5.25% senior notes due 2029. The offeror is also soliciting consents from holders of the notes to amend certain provisions of the indenture. The tender offer consideration for the notes is $971.25 per $1,000 principal amount, with an early tender payment of $30.00, making the total consideration $1,001.25. The tender offer and consent solicitation are set to expire at 5:00 p.m., New York City time, on April 15, 2026.
The pending business combination and financing transactions are being made in connection with the acquisition of Great Lakes Dredge & Dock Corporation. Assuming the satisfaction or waiver of the conditions to the equity offer and the merger agreement, the acquisition transactions are currently scheduled to close on April 1, 2026.
The offeror expects to finance the cash consideration for the acquisition transactions, the refinancing of certain existing indebtedness, the discharge of the notes, and certain related transaction expenses using available cash and either the proceeds of borrowings under the new credit agreement or a combination of existing credit facilities and proceeds from borrowings under the bridge facility.
The offeror's obligation to accept for purchase, and to pay for, notes validly tendered and not validly withdrawn and to accept accompanying consents validly delivered and not validly revoked pursuant to the tender offer and consent solicitation is conditioned upon the consummation of the equity offer and the satisfaction of general conditions.
The tender offer and the consent solicitation are not conditioned on any minimum amount of notes being tendered or the receipt of requisite consents. If the requisite consents are received with respect to the notes, and the proposed amendments become operative with respect to the indenture, then the offeror intends, but is not obligated, to redeem remaining notes at par on or after June 1, 2026.
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. The tender offer and the consent solicitation are being made solely pursuant to the offer to purchase and consent solicitation statement.
This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The tender offer and the 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.
The offeror's solicitation and offer to buy shares of Great Lakes Dredge & Dock Corporation's common stock is being made only pursuant to the equity offer to purchase and related materials that the offeror and acquisition sub have filed with the SEC. As a result of these announcements, the company's shares have moved -3.17% on the market, and are now trading at a price of $14.95. For the full picture, make sure to review Great Lakes Dredge & Dock CORP's 8-K report.
