Great Lakes Dredge & Dock CORP 8-K

What Happened

• Great Lakes Dredge & Dock Corporation (GLDD) filed an 8-K on April 1, 2026 reporting that Saltchuk completed its acquisition of GLDD (the Offer and Merger), and GLDD is now a wholly owned subsidiary of Saltchuk.
• In connection with the transaction, Saltchuk launched a cash tender offer and consent solicitation for GLDD’s 5.25% Senior Notes due 2029; by the Early Tender Deadline (March 31, 2026, 5:00 p.m. NY time) Saltchuk received the requisite consents and on April 1, 2026 GLDD, its guarantors and the trustee entered into a Supplemental Indenture amending the Indenture (removing most restrictive covenants, eliminating certain events of default and modifying redemption notice rules).
• Also on April 1, 2026 GLDD repaid in full and terminated its Second Amended and Restated Revolving Credit and Security Agreement (dated July 29, 2022), releasing related liens, guaranties and security interests.

Key Details

• Acquisition/Control: GLDD became a wholly owned subsidiary of Saltchuk as of the Effective Time; the Offer price was funded through borrowings and a refinancing/upsize of Saltchuk’s credit facilities.
• Notes tendered: Saltchuk purchased $258,134,000 aggregate principal amount of Notes validly tendered and not withdrawn prior to the Early Tender Deadline.
• Indenture changes: Supplemental Indenture (filed as Exhibit 4.1) materially reduces creditor protections by eliminating substantially all restrictive covenants and certain defaults for the 5.25% Senior Notes due 2029.
• Corporate changes: GLDD’s certificate of incorporation and bylaws were amended and restated; several GLDD directors resigned and the directors of Merger Sub became the directors of the surviving company.
• Listing/Reporting: GLDD notified Nasdaq of the merger, requested suspension of trading and delisting of its shares, and intends to file Form 15 to terminate registration of the shares and suspend SEC reporting obligations.

Why It Matters

• For shareholders: GLDD is now privately owned by Saltchuk and the company’s common shares will be delisted and deregistered, after which public trading and routine SEC reporting for the shares are expected to cease.
• For bondholders/creditors: The Supplemental Indenture, approved by consenting noteholders, removes many protective covenants and certain default triggers in the Indenture for the 2029 notes, and a significant portion of notes were repurchased in the tender offer. Separately, GLDD’s revolving credit facility was repaid and terminated, and associated liens/guarantees were released.
• For creditors and investors monitoring governance: the company’s charter and bylaws were replaced and the board composition changed per the merger agreement—important for corporate control and oversight going forward.