Posted on May 15, 2017
Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) announced today that it is proposing, subject to market and other conditions, to privately place up to $325 million aggregate principal amount of senior notes due 2022. The actual amount of the 2022 Notes, if any, sold by the Company in connection with the Debt Offering will depend on market conditions. The 2022 Notes, if issued, would be senior unsecured obligations of the Company and its subsidiaries that guarantee the 2022 Notes. Each of the Company’s existing and future wholly owned domestic subsidiaries that guarantee its senior secured revolving credit facility are expected to guarantee the 2022 Notes.
The Debt Offering will be made to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act of 1933, as amended.
The Company has not yet entered into a definitive agreement with respect to the Debt Offering, and no assurance can be given that the Debt Offering will be completed. The Company intends to use (i) the net proceeds from the Debt Offering to complete a concurrently announced cash tender offer, subject to the terms and conditions described in the related tender offer documents, to purchase any and all of the $275 million aggregate principal amount of the Company’s outstanding 7.375% Senior Notes due 2019, and redeem any 2019 Notes that remain outstanding following the expiration date of the Tender Offer, including the payment of accrued interest on the 2019 Notes purchased under these transactions and all related fees and expenses, and (ii) any remaining net proceeds from the Debt Offering to reduce the Company’s indebtedness under its senior secured revolving credit facility.
The 2022 Notes and the guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute (i) an offer to sell or the solicitation of an offer to buy the 2022 Notes, the related guarantees or any other securities, (ii) an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful, (iii) an offer to purchase or a solicitation of an offer to sell the 2019 Notes or any other securities, or (iv) a notice of redemption of the 2019 Notes under the indenture governing the 2019 Notes.
Any issuance of the 2022 Notes will be subject to customary closing conditions, but will not be conditioned upon consummation of the Tender Offer.
Source: Globe Newswire
