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

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.

Agreement with Privet Group

On December 27, 2016, Great Lakes Dredge Dock Corporation (the
Company or the Registrant), entered into an agreement (the
Agreement) with Privet Fund LP and Privet Fund Management LLC
(collectively, the Privet Group).The Privet Group is the
beneficial owner of approximately 5.2% of the Companys
outstanding shares of common stock.

to the Agreement, the Company agreed to increase the size of its
Board of Directors (the Board) from seven to eight members and to
appoint Ryan J. Levenson to fill the resulting vacancy, with his
term expiring at the Companys 2017 Annual Meeting of
Shareholders. Mr. Levenson has also been appointed to the
Nominating and Corporate Governance Committee.Concurrent with the
2017 Annual Meeting of Shareholders, the size of the class of
directors of the Board with a term expiring at such meeting will
automatically decrease from three to two members. In addition,
subject to certain exceptions, the Company agreed to include Mr.
Levenson on the Companys slate of nominees for the election of
directors at the 2017 Annual Meeting of Shareholders. The Company
has also agreed to use its reasonable best efforts to appoint a
new independent director within the next six months.

to the Agreement, the Privet Group has agreed to a customary
standstill that, among other things, prohibits the Privet Group
from acquiring more than 14.99% of the Companys outstanding
common stock.The standstill restrictions last until the earliest
of (1) (x) if Mr. Levenson is not elected as a director at the
2017 Annual Meeting of Shareholders of the Company, six months
following the date of the 2017 Annual Meeting of Shareholders and
(y) if Mr. Levenson is elected to the Board at the 2017 Annual
Meeting of Shareholders of the Company, three months following
the date on which Mr. Levenson is no longer a member of the
Board; or (2) so long as the Privet Group is not then in material
breach of the Agreement, if the Company has materially breached
the Agreement, the date that the Privet Group delivers to the
Company written notice, provided that, if such material breach
can be cured, such notice will be effective only if (A) such
notice of termination is delivered to the Company on or after the
10th calendar day following the receipt by the Company of written
notice from the Privet Group describing the Companys breach of
the Agreement in reasonable detail and (B) the Company, at the
time of delivery of such notice of termination, has failed to
cure such breach (the Standstill Period).

During the Standstill Period, each member of the Privet Group
will cause, and will cause its respective affiliates to cause,
all shares of common stock of the Company or any rights,
warrants, options or other securities convertible into or
exchangeable for shares of common stock of the Company or any
other securities of the Company for which they have the right to
vote, to be present for quorum purposes and to be voted at any
meeting of shareholders or at any adjournments or postponements
thereof, and to consent in connection with any action by consent
in lieu of a meeting, (i) in favor of each director nominated and
recommended by the Board of Directors of the Company (the Board)
for election at any such meeting, (ii) against any shareholder
nominations for director which are not approved and recommended
by the Board for election at any such meeting and against any
proposals or resolutions to remove any member of the Board and
(iii) subject to certain exceptions, in accordance with the
recommendations of the Board on all other proposals of the Board
set forth in the Companys proxy statements.

The foregoing description of the terms of the Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such document. A copy of the
Agreement is attached to this Form 8-K as Exhibit 10.1.

Amendment of Agreement with Eastern Shipbuilding Group, Inc.

On December 23, 2016, Great Lakes Dredge Dock Company, LLC, a
Delaware limited liability company and a wholly-owned subsidiary
of the Registrant (GLDD LLC) executed an amendment to its
contract for the construction of a dual mode articulated
tug/barge trailing suction hopper dredge (the Vessel) with
Eastern Shipbuilding Group, Inc., a Florida corporation. The
amendment increases the purchase price of the Vessel to an
aggregate amount of approximately $159 million, which is
inclusive of the costs of owner furnished equipment and
information in connection with the construction of the Vessel,
adjustment based on the actual neat steel weight of the Vessel,
and agreed change orders. The amendment also extends the delivery
date for the Vessel; the Vessel is expected to be delivered to
GLDD LLC during the second quarter of 2017.

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.

Election of Lasse Petterson as Director

On December 24, 2016, the Board elected Lasse Petterson as a
director, effective immediately. Mr. Petterson will serve in the
class of directors whose term expires at the Companys 2018 Annual
Meeting of Stockholders.

Mr. Petterson is a private consultant to clients in the Oil Gas
sector.Mr. Petterson served as Chief Operating Officer (COO) and
Executive Vice President at Chicago Bridge and Iron (CBI) from
2009 to 2013.Prior to CBI, Mr. Petterson was CEO of Gearbulk,
Ltd., a privately held company that owns and operates one of the
largest fleets of gantry craned open hatch bulk vessels in the
world.He was also President and

COO of AMEC Inc. USA, a British multinational consulting,
engineering and project management company.Prior to joining AMEC,
Mr. Petterson served in various executive and operational
positions for Aker Maritime, Inc., the deepwater division of Aker
Maritime ASA of Norway over the course of 20 years.He spent the
first nine years of his career in various positions at Norwegian
Contractors, an offshore oil gas platform contractor.

For so long as he is a non-employee director, Mr. Petterson will
receive the standard compensation amounts payable to non-employee
directors of the Company, as described in the Companys definitive
proxy statement filed with the Commission on April 1, 2016.

Mr. Petterson will serve as a non-employee director of the
Company until he receives his U.S. citizenship, upon which it is
expected that he shall be appointed chief executive officer of
the Company. Mr. Pettersons compensation is expected to be
commensurate with that of the Companys current chief executive
officer, Jonathan Berger. Neither Mr. Petterson nor any of his
immediate family members is or have been a party to any
transaction or currently proposed transaction with the Company
that is reportable under Item 404(a) of Regulation S-K.

On December 27, 2016, Great Lakes Dredge Dock Corporation issued
a press release announcing the appointment of Mr. Petterson as a
director. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

Election of Ryan Levenson as Director

On December 27, 2016, the Board elected Ryan Levenson as a
director, effective immediately. Mr. Levenson was also appointed
to the Nominating and Corporate Governance Committee. Mr.
Levenson will serve in the class of directors whose term expires
at the Companys 2017 Annual Meeting of Stockholders.

Ryan Levenson is currently Principal and Portfolio Manager of
Privet Fund Management LLC and has served in such capacity since
February 2007. Mr. Levenson currently serves on the Board of
Directors of Frequency Electronics, Inc (NASDAQ: FEIM), Hardinge,
Inc. (NASDAQ: HDNG), Agjunction, Inc. (TSX: AJX) and Cicero, Inc.
(OTC:CICN). Previously, Mr. Levenson served as a director of RELM
Wireless, Inc., where he served as a member of the Audit
Committee, and as a director and member of the Compensation,
Organization and Corporate Governance Committee of Material
Sciences Corp. from May 2013 until its sale in March 2014. Mr.
Levenson also served as a member of the Board of Directors and
Compensation and Audit Committees of The Middleby Corporation
from May 2006 until November 2012.

Mr. Levenson will receive the standard compensation amounts
payable to non-employee directors of the Company, as described in
the Companys definitive proxy statement filed with the Commission
on April 1, 2016.

Mr. Levensons appointment is part of a settlement and standstill
agreement that Great Lakes entered into on December 27, 2016 with
the Privet Group, and which is described above. There are no
other arrangements or understandings between Mr. Levenson and any
other person, to which Mr. Levenson was selected as a director.
Neither Mr. Levenson nor any of his immediate family members is
or have been a party to any transaction or currently proposed
transaction with the Company that is reportable under Item 404(a)
of Regulation S-K.

On December 28, 2016, Great Lakes Dredge Dock Corporation issued
a press release announcing the appointment of Mr. Levenson as a
director. A copy of the press release is furnished as Exhibit
99.2 to this Current Report on Form 8-K.

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 -0.05 at 4.20 with 126,025 shares trading hands.