Under the Agreement and Plan of Merger dated February 10, 2026, Saltchuk agreed to pay $17.00 per share in cash for all outstanding Great Lakes common stock, representing an aggregate equity value of approximately $1.2 billion and a total transaction value of approximately $1.5 billion. The $17.00 offer price represented a 25% premium to Great Lakes' 90-day volume-weighted average share price as of February 10, 2026 and a 5% premium to the company's all-time high closing price. Based on fully diluted shares of 68.847 million and net debt of $367 million disclosed in Great Lakes' Schedule 14D-9, the deal implied an enterprise value of approximately $1,537 million, equal to approximately 9.0 times the company's 2025 estimated LTM Adjusted EBITDA of $171 million on a management-estimate basis (9.1 times on a Wall Street consensus basis).
Lawrence R. Dickerson, Chairman of the Great Lakes Board, said the agreement "delivers immediate and certain value at a premium to the Company's all-time high valuation." Lasse Petterson, Great Lakes President and CEO, said the company was "happy to join Saltchuk's family of companies who share our unique company culture, with focus on safety and our community, customers and employees," adding that Great Lakes' "long-term growth strategy will continue with a partner who shares our vision while maintaining our leadership position in U.S. dredging and global offshore energy." Mark Tabbutt, Chairman of Saltchuk, called Great Lakes "a perfect match" and said Saltchuk's goal is "to provide a permanent home for great companies that serve their communities," welcoming the roughly 1,200 Great Lakes employees joining Saltchuk.
The transaction was not subject to a financing condition; it was backed by fully committed financing from Bank of America, Wells Fargo, U.S. Bank and PNC, according to the companies' joint press release. Separately, on March 18, 2026, Saltchuk commenced a cash tender offer and consent solicitation for any and all of Great Lakes' outstanding 5.25% Senior Notes due 2029 in connection with the pending business combination, seeking to amend the notes' indenture to eliminate substantially all restrictive covenants; that tender and consent process was disclosed to be expected to close early in the second quarter of 2026, around the same time as the equity transaction. No separate dollar synergy target, cost-savings figure, or pro forma combined-company financial statement was identified in the filings reviewed.
Great Lakes' Schedule 14D-9, filed March 4, 2026, discloses that Saltchuk's chairman first approached Great Lakes' CEO in April 2025, and that a separate unnamed financial investor ("Party A") also expressed interest around the same time but never submitted a proposal. Saltchuk's financial advisor, Evercore Group L.L.C., submitted an initial non-binding indication of interest on November 7, 2025 in a range of $13.25 to $15.00 per share, which Great Lakes' board rejected as inadequate. Saltchuk subsequently raised its offer to $17.00 per share, a $3.75 increase from the low end of its initial range, on November 20, 2025. At the board's direction, Great Lakes' financial advisor, Guggenheim Securities, LLC, then contacted seven other potential counterparties (three financial sponsors and four strategic parties, including Party A) to gauge interest in a competing transaction; all seven declined to pursue a deal, and Great Lakes received no other proposals. The board ultimately determined that $17.00 per share was the highest price Saltchuk was willing to pay and that pushing further risked the loss of the transaction altogether.
Guggenheim Securities delivered a fairness opinion to the Great Lakes board on February 10, 2026 that the $17.00 offer price was fair, from a financial point of view, to shareholders. Guggenheim's discounted cash flow analysis implied a per-share reference range of $14.72 to $19.00; its selected publicly traded companies analysis (using peers Orion Group Holdings, Oceaneering International, Tidewater and Helix Energy Solutions Group) implied $10.83 to $18.90 per share on 2026E EV/EBITDA and $13.26 to $20.69 on 2026E EV/EBITA; and its selected precedent transactions analysis (including Cyan Renewables/MMA Offshore, HAL Holding/Royal Boskalis Westminster, and American Industrial Partners/SEACOR Holdings) implied $12.17 to $22.94 per share. An illustrative leveraged buyout analysis, presented for informational purposes only, implied $14.27 to $18.49 per share.
The merger agreement provided for a termination fee of $36,861,914 payable by Great Lakes to Saltchuk under specified circumstances, including a change in the board's recommendation or acceptance of a superior proposal. Guggenheim Securities, LLC acted as exclusive financial advisor to Great Lakes and Sidley Austin LLP as its legal advisor; Evercore acted as exclusive financial advisor to Saltchuk and Fried, Frank, Harris, Shriver & Jacobson LLP as its legal advisor. Closing was conditioned on the expiration of the Hart-Scott-Rodino Act waiting period and the tender of a majority of outstanding shares (the Minimum Tender Condition); both conditions were satisfied, and the deal closed April 1, 2026, with Great Lakes continuing as a standalone, privately held subsidiary of Saltchuk and its common stock delisted from Nasdaq.