In conjunction with the Tender Offer, the Offeror is soliciting (the "Consent Solicitation") 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 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. In order for the Proposed Amendments to be approved with respect to the Notes, Holders of a majority in principal amount of the outstanding Notes must consent to the Proposed Amendments (the "Requisite Consents"). If the Requisite Consents with respect to the Notes are received, the Proposed Amendments would, among other things, eliminate substantially all of the restrictive covenants, eliminate certain events of default and modify certain redemption notice requirements with respect to the Notes.
Holders may not tender their Notes without delivering their Consents pursuant to the Consent Solicitation and may not deliver Consents without tendering their Notes pursuant to the Tender Offer. The terms and conditions of the Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated March 18, 2026 (the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement.
Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, the Offeror will pay to each Holder who validly tenders (and does not validly withdraw) their Notes and validly delivers (and does not validly revoke) Consents on or prior to 5:00 P.M., New York City time, on March 31, 2026, unless extended or earlier terminated (such date and time, as the same may be extended, the "Early Tender Deadline"), an amount in cash equal to the Tender Offer Consideration, plus the Early Tender Payment for the Notes (as described in the table below and in the Offer to Purchase and Consent Solicitation Statement) on the Early Settlement Date or Final Settlement Date, as applicable (each of which is defined below and either of which may be referred to herein as a "Settlement Date"), if such Notes are accepted for purchase by the Offeror. Tendered Notes may be withdrawn any time on or prior to 5:00 P.M., New York City time, on March 31, 2026 (such date and time, as the same may be extended, the "Withdrawal Deadline") but not thereafter. Holders who validly tender their Notes and validly deliver Consents after the Early Tender Deadline but on or prior to the Expiration Time (as defined below) will be entitled to receive the Tender Offer Consideration (as described in the table below and in the Offer to Purchase and Consent Solicitation Statement) but not the Early Tender Payment on the Final Settlement Date, if such Notes are accepted for purchase.
In addition to the Tender Offer Consideration or the Total Consideration (as described in the table below), as applicable, such Holders will also receive accrued and unpaid interest on the Notes that the Offeror accepts for purchase in the Tender Offer up to, but excluding, the applicable Settlement Date ("Accrued Interest").
The following table summarizes the material pricing terms of the Tender Offer.
Title of Notes
CUSIP / ISIN(1)
Outstanding Principal Amount
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 /US390607AF62Reg. S: US-U39023AG8 / USU39023AG89
$325,000,000
$971.25
$30.00
$1,001.25
__________(1) No representation is made as to the correctness or accuracy of the CUSIP / ISIN numbers. 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 Interest, which will be paid on Notes accepted for purchase by the Offeror as described above.(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.
The Tender Offer and Consent Solicitation are scheduled to expire at 5:00 P.M., New York City time, on April 15, 2026, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended, the "Expiration Time"). If, as anticipated, the Offeror's pending Equity Offer (as defined below) is consummated prior to the Expiration Time, the Offeror may, in its sole discretion, accept for purchase the Notes that have been validly tendered and not validly withdrawn on or prior to the Early Tender Deadline at or promptly following the consummation of the Equity Offer (the "Early Settlement Date"). If the Offeror elects to schedule an Early Settlement Date, the Offeror will provide a notice of such date by press release or other public announcement. If the Equity Offer is not consummated prior to the Expiration Time, there will be no Early Settlement Date. The Offeror expects to accept for purchase the Notes validly tendered and not validly withdrawn on or prior to the Expiration Time promptly following the Expiration Time (the "Final Settlement Date"), subject to the satisfaction of all conditions to the Tender Offer and Consent Solicitation. In the event that the Equity Offer is not consummated prior to the ...
