Great Lakes Dredge & Dock buyer tenders for 11¼% notes

New York, Dec. 1 - GLDD Merger Sub Inc. said that it has begun a cash tender offer for all $155 million outstanding 11¼% senior subordinated notes due 2008 issued by Great Lakes Dredge & Dock Corp. and is also soliciting consents to adopt proposed amendments to the notes' indenture that would eliminate substantially all restrictive covenants and certain event of default provisions.

The tender offer and consent solicitation is being made in connection with the planned purchase of Great Lakes, an Oak Park, Ill.-based provider of marine dredging services, by Madison Dearborn Partners LLC, a Chicago-based private equity firm and the corporate parent of GLDD Merger Sub.

GLDD set a consent deadline of 5 p.m. ET on Dec. 11 and said the offer would expire at 12 midnight ET on Dec. 29, with both deadlines subject to possible extension.

It is offering to pay $1,031.25 per $1,000 principal amount of notes tendered and accepted for purchase. Holders tendering by the consent deadline will also receive a consent payment of $30 per $1,000 principal amount.

GLDD said it currently intends to cause Great Lakes to redeem under the terms of the indenture any notes that are not tendered in the tender offer on completion of the acquisition of the company. The current redemption price for the notes is $1,056.25 per $1,000 principal amount of notes, plus accrued and unpaid interest.

GLDD expects to finance the tender offer and the acquisition from borrowings by Great Lakes under a new credit facility, a private placement of new notes to be issued by Great Lakes and the issuance of equity securities by Great Lakes' parent corporation.

Completion of the tender offer is subject to certain conditions including, among other things, the consummation of the acquisition of the company by Madison Dearborn and its affiliates and acceptance by GLDD of the notes for purchase under the terms of the tender offer.

Lehman Brothers Inc. is dealer-manager and solicitation agent (contact Liability Management Group at 800 438-3242 or collect at 212 528-7581). D.F. King & Co., Inc. is the information agent, (888 567-1626 or collect at 212 269-5550).

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