8-K - Great Lakes Dredge & Dock Corporation | StockGist

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Great Lakes Dredge & Dock Corporation completed its acquisition by Saltchuk Resources, Inc., resulting in a change of control, delisting from Nasdaq, termination of its credit facility, and amendment of its senior notes indenture.

Key Takeaways

1Saltchuk consummated the acquisition of Great Lakes Dredge & Dock Corporation on April 1, 2026, making the Company a wholly owned subsidiary.

2The Company repaid and terminated its Second Amended and Restated Revolving Credit and Security Agreement in full on April 1, 2026.

3Common stock will be delisted from Nasdaq and deregistered; trading was suspended effective before the opening of trading on April 1, 2026.

4Saltchuk purchased $258,134,000 aggregate principal amount of the Company's 5.25% Senior Notes due 2029 pursuant to a tender offer.

5A Supplemental Indenture was executed to eliminate substantially all restrictive covenants and certain events of default for the 5.25% Senior Notes due 2029.

6Six directors resigned effective as of the merger closing; four directors from Merger Sub became directors of the Surviving Corporation.

Current Report Details

Event Type

Asset Acquisition+8 More

Disclosure

Mandatory

Variant

8-K

Items Reported

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

Material Agreement

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 Revolv

Material Agreement

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 Rep

Asset Acquisition

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 Gl

Delisting

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 o

Securities Modification

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 be

Corporate Governance

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to

Management Change

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 incor

Charter Amendment

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 att

Other Event

$258.1M

9.01

. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number: 2.1 | Description: Agreement and Plan of Merger, dated as of February 10, 2026, by and among

Exhibits Only

Executive & Director Changes

Lawrence A. Dickerson

Director

Resigned

Effective: 2026-04-01