Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 30, 2016, Great Lakes Dredge Dock Corporation (Great
Lakes or the Company), Great Lakes Dredge Dock Company, LLC,
NASDI Holdings, LLC, Great Lakes Dredge Dock Environmental, Inc.,
Great Lakes Environmental Infrastructure Solutions, LLC and Great
Lakes Environmental Infrastructure, LLC (collectively with the
Company, the Credit Parties) entered into a revolving credit and
security agreement (the Credit Agreement) with certain financial
institutions from time to time party thereto as lenders, PNC
Bank, National Association, as Agent (the Agent), PNC Capital
Markets, The PrivateBank and Trust Company, Suntrust Robinson
Humphrey, Inc., Capital One, National Association and Bank of
America, N.A., as Joint Lead Arrangers and Joint Bookrunners,
Texas Capital Bank, National Association, as Syndication Agent
and Woodforest National Bank, as Documentation Agent. The Credit
Agreement, which replaced the Companys former revolving credit
agreement described below under Item 1.02, provides for a senior
secured revolving credit facility in an aggregate principal
amount of up to $250 million, subfacilities for the issuance of
standby letters of credit up to a $250 million sublimit and
swingline loans up to a $25 million sublimit. The maximum
borrowing capacity under the Credit Agreement is determined by a
formula and may fluctuate depending on the value of the
collateral included in such formula at the time of determination.
The Credit Agreement also includes an increase option that will
allow the Company to increase the senior secured revolving credit
facility by an aggregate principal amount of up to $100 million.
This increase is subject to lenders providing incremental
commitments for such increase, the Credit Parties having adequate
borrowing capacity and provided that no default or event of
default exists both before and after giving effect to such
incremental commitment increase.

The Credit Agreement contains customary representations and
affirmative and negative covenants, including a springing
financial covenant that requires the Credit Parties to maintain a
fixed charge coverage ratio (ratio of earnings before income
taxes, depreciation and amortization, net interest expenses,
non-cash charges and losses and certain other non-recurring
charges, minus capital expenditures, income and franchise taxes,
to net cash interest expense plus scheduled cash principal
payments with respect to debt plus restricted payments paid in
cash) of not more than 1.10 to 1.00.The Credit Parties are also
restricted in the amount of capital expenditures they may make in
each of the next three fiscal years.The Credit Agreement also
contains customary events of default (including non-payment of
principal or interest on any material debt and breaches of
covenants) as well as events of default relating to certain
actions by the Companys surety bonding providers. The obligations
of the Credit Parties under the Credit Agreement will be
unconditionally guaranteed, on a joint and several basis, by each
existing and subsequently acquired or formed material direct and
indirect domestic subsidiary of the Company. Borrowings under the
Credit Agreement will be used to refinance existing indebtedness
under the Companys former revolving credit agreement described
below under Item 1.02, refinance existing indebtedness under the
Companys former term loan agreement described below under Item
1.02, pay fees and expenses related to the Credit Agreement,
finance acquisitions permitted under the Credit Agreement,
finance ongoing working capital and for other general corporate
purposes. The Credit Agreement matures on December 30, 2019;
provided that the maturity date shall be accelerated to November
3, 2018 if the Company fails to refinance its unsecured senior
notes that mature February 1, 2019.The refinanced notes must have
a maturity on or after March 31, 2020.

The obligations under the Credit Agreement are secured by
substantially all of the assets of the Credit Parties. The
outstanding obligations thereunder shall be secured by a valid
first priority perfected lien on substantially all of the vessels
of the Credit Parties and a valid perfected lien on all domestic
accounts receivable and substantially all other assets of the
Credit Parties, subject to the permitted liens and interests of
other parties (including the Companys surety bonding provider).

Interest on the senior secured revolving credit facility of the
Credit Agreement is equal to either a Base Rate option or LIBOR
option, at the Companys election. The Base Rate option is (1) the
base commercial lending rate of PNC, National Association, as
publically announced plus (2)(a) an interest margin of 2.0%or (b)
after the date on which a borrowing base certificate is required
to be delivered under Section 9.2 of the Credit Agreement
(commencing with the fiscal quarter ending December 31, 2017, the
Adjustment Date), an interest margin ranging between 1.5% and
2.0% depending on the quarterly average undrawn availability on
the senior secured revolving credit facility.The LIBOR option is
the sum of (1) LIBOR and (2) (a) an interest margin of 3.0% or
(b) after the Adjustment Date, an interest rate margin ranging
between 2.5% to 3.0% per annum depending on the quarterly average
undrawn availability on the senior secured revolving credit
facility. The Credit Agreement is subject to an unused fee
ranging from 0.25% to 0.375% per annum depending on the amount of
average daily outstandings under the senior secured revolving
credit facility. The foregoing description of the contract does
not purport to be complete and is qualified in its entirety by
reference to the text thereof, which will be filed as an exhibit
to the Registrants annual report on Form 10-K for the year ended
December 31, 2016.

Item 1.02 Termination of a Material Definitive Agreement.

On December 30, 2016, upon effectiveness of the Credit Agreement
described above in Item 1.01, the Company terminated the credit
agreement (as amended, the Prior Revolving Credit Agreement) with
Wells Fargo Bank, National Association, as Administrative Agent,
Swingline Lender and Issuing Lender, various other financial
institutions as lenders and certain subsidiaries of the Company
as Loan Parties entered into on June 4, 2012. The Prior Revolving
Credit Agreement provided for a revolving credit facility of up
to $210 million in borrowings and included sublimits for the
issuance of letters of credit and swingline loans. The Prior
Revolving Credit Agreement would have matured on June 4, 2017.

Outstanding principal and interest under the Prior Revolving
Credit Agreement was $50,671,058.74 and outstanding letters of
credit were refinanced into the new Credit Agreement. All
security interests that the Company had granted to the lenders of
the Prior Revolving Credit Agreement were released.

Also on December 30, 2016, upon effectiveness of the Credit
Agreement described above in Item 1.01, the Company terminated
the loan and security agreement (as amended, the Prior Term Loan
Agreement) with Bank of America, N.A., as Administrative Agent,
various other financial institutions as lenders and Great Lakes
Dredge Dock Company, LLC as guarantor entered into on November 4,
2014.The Prior Term Loan Agreement provided for a term loan
facility of $50 million. The Prior Term Loan Agreement would have
matured on November 4, 2019.

Outstanding principal and interest under the Prior Term Loan
Agreement was $40,673,913.07. All security interests that the
Company had granted to the lenders of the Prior Term Loan
Agreement were released.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 of this Form 8-K is hereby
incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Retirement of Chief Executive Officer and Appointment of Interim
Chief Executive Officer

As previously disclosed, Chief Executive Officer Jonathan W.
Berger notified the Board in October 2015 of his intention to
retire, effective as of the earlier of April 13, 2017 or a date
chosen by the Board. On January 4, 2017, the Company announced
that Mr. Bergers retirement as Chief Executive Officer would be
effective as of January 3, 2017 and that Mark W. Marinko would be
appointed as Interim Chief Executive Officer, effective as of the
same date. The Board has also accepted Mr. Berger’s resignation
from the Board of Directors, effective January 3, 2017. In
addition, the Company has agreed to reimburse Mr. Berger for up
to $10,000 in relocation expenses.

As of the effective date of the retirement of Mr. Berger, the
Company is aware of no disagreements between Mr. Berger and the
Company on any matter relating to the Companys operations,
policies or practices.

In connection with Mr. Bergers retirement, he is entitled to
certain compensation and benefits under the terms of his
previously disclosed Amended and Restated Employment Agreement
(Employment Agreement), including: (i) payment of his base salary
through his originally announced retirement date of April 13,
2017; (ii) payment of accrued and unused vacation; (iii) if
earned, an incentive compensation award for fiscal year 2016,
payable at the same time and in the same manner as all other
incentive compensation recipients; (iv) benefits under the
Companys Supplemental Savings Plan and employee benefits plans
through April 13, 2017; and (v) full vesting of his outstanding
long-term incentive awards.

Mr. Berger remains bound to certain restrictive covenants as set
forth in his Employment Agreement, including with respect to
non-competition, non-solicitation and confidentiality and will
execute a customary release. The parties further agreed to a
mutual non-disparagement clause.

Mr. Marinko, 54, has served as the Companys Senior Vice President
and Chief Financial Officer since June 2014. Mr. Marinko has a
strong background in operations and finance working for
TransUnion, LLC, a global information solutions company, through
August 2013. Mr. Marinko was most recently President of the
Consumer Services division at TransUnion leading the direct to
consumer business market, customer service, consumer compliance
and marketing for the credit information company. Prior to his
position as President, Mr. Marinko had been in increasing
accounting and financial roles as Controller and Vice President
of Finance at TransUnion since 1996. Prior to TransUnion, Mr.
Marinko served as Controller of Official Airline Guides. In his
over 30 years of professional experience, Mr. Marinko has held
roles specializing in accounting, finance, sales, systems and
business

operations. Mr. Marinko earned a Bachelors of Arts degree in
Accounting and Business Administration from Augustana College.

During Mr. Marinkos service as Interim Chief Executive Officer,
he shall receive a base salary increase of $15,000 per month.

Appointment of Chairman of the Board of Directors

On January 3, 2017, the Board appointed current director Robert
B. Uhler as Chairman of the Board, effective immediately. Mr.
Uhler replaced Major General (Ret.) Michael J. Walsh, who
resigned as Chairman of the Board but remains as a director.

Item 9.01 Financial Statements and Exhibits

About Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD)

Great Lakes Dredge & Dock Corporation is a provider of dredging services. The Company provides dredging services in the East, West and Gulf Coasts of the United States and around the world. It operates in two segments: Dredging Operations, which involves enhancement or preservation of navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock, and Environmental & Remediation Operations, which provides construction services on soil, water and sediment for clients in both the public and private sectors in the United States. It holds interests in Amboy Aggregates, which is involved in mining sand from the entrance channel to New York Harbor for providing sand and aggregate for use in road and building construction and for clean land fill; Lower Main Street Development, LLC, which is engaged in land development and sale business, and TerraSea Environmental Solutions, which is engaged in the environmental services business.

Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) Recent Trading Information

Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) closed its last trading session down -0.03 at 4.45 with 115,992 shares trading hands.