Great Lakes Appoints Ryan Levenson to Board of Directors and Announces Agreement with Privet Group
29 12월 2016 - 8:00AM
The Board of Directors (the “Board”) of Great Lakes Dredge &
Dock Corporation (“Great Lakes”) (NASDAQ:GLDD), the largest
provider of dredging services in the United States and a major
provider of environmental and remediation services, announced today
that Ryan Levenson has been appointed to the Board of Directors,
effective December 27, 2016. 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
shall automatically decrease from three to two members. In
addition, subject to certain exceptions, Great Lakes has agreed to
include Mr. Levenson on the Company’s slate of nominees for the
election of directors at the 2017 Annual Meeting. The Company has
also agreed to use its reasonable best efforts to appoint a new
independent director within the next six months.
Mr. Levenson’s appointment is part of a
settlement and standstill agreement that Great Lakes entered into
on December 27, 2016 with Privet Fund Management LLC and Privet
Fund LP (collectively, “Privet”), the beneficial owner of 5.2% of
Great Lakes’ outstanding shares. In addition to providing for Mr.
Levenson’s appointment to the Board, pursuant to the agreement
Privet has also agreed to customary standstill provisions and to
vote in favor of any Board nominees and against any Board nominees
not nominated by the Board during the term of the standstill
obligations. The complete agreement with Privet will be filed on a
Form 8-K with the Securities and Exchange Commission.
Chairman of the Board Michael J. Walsh
commented, “Over the last several months, we have engaged in
constructive dialogue with Privet regarding delivering long-term
shareholder value for the Company, and we are pleased to welcome
Ryan to the Board. I am confident that as a Board member, he will
work effectively with the other Directors and senior management and
will have a meaningful impact in helping achieve our mutual goal of
driving value for all shareholders.”
Mr. Levenson said, “I am pleased that we were
able to work successfully with the Board to set the path for Board
invigoration that we firmly believe is in the best interests of all
Great Lakes shareholders. I look forward to serving as the voice
for shareholders and working constructively with my fellow Board
members and the management team at Great Lakes to deliver value for
shareholders.”
Ryan LevensonRyan Levenson is
currently Principal and Portfolio Manager of Privet Fund Management
LLC. 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. Prior to founding Privet Fund Management LLC in February
2007, Mr. Levenson served as Vice President of Business Development
at MSI, a privately held building products distributor and
construction services company, from 2003 until 2006. Prior to his
service with MSI, Mr. Levenson served as a financial analyst for
Cramer Rosenthal McGlynn's long/short equity hedge fund after
working at SAC Capital Advisors LLC in a similar capacity.
The CompanyGreat Lakes Dredge & Dock
Corporation (“Great Lakes” or the “Company”) is the largest
provider of dredging services in the United States and the only
U.S. dredging company with significant international operations.
The Company is also a significant provider of environmental and
remediation services on land and water. The Company employs civil,
ocean and mechanical engineering staff in its estimating,
production and project management functions. In its over 126-year
history, the Company has never failed to complete a marine project.
Great Lakes has a disciplined training program for engineers that
ensures experienced-based performance as they advance through
Company operations. Great Lakes also owns and operates the largest
and most diverse fleet in the U.S. dredging industry, comprised of
over 200 specialized vessels.
Cautionary Note Regarding
Forward-Looking Statements Certain statements in this
press release may constitute "forward-looking" statements as
defined in Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Private Securities Litigation Reform Act of
1995 (the "PSLRA") or in releases made by the Securities and
Exchange Commission (the "SEC"), all as may be amended from time to
time. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of Great Lakes and
its subsidiaries, or industry results, to differ materially from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Statements that are not
historical fact are forward-looking statements. Forward-looking
statements can be identified by, among other things, the use of
forward-looking language, such as the words "plan," "believe,"
"expect," "anticipate," "intend," "estimate," "project," "may,"
"would," "could," "should," "seeks," or "scheduled to," or other
similar words, or the negative of these terms or other variations
of these terms or comparable language, or by discussion of strategy
or intentions. These cautionary statements are being made pursuant
to the Exchange Act and the PSLRA with the intention of obtaining
the benefits of the "safe harbor" provisions of such laws. Great
Lakes cautions investors that any forward-looking statements made
by Great Lakes are not guarantees or indicative of future
performance. Important assumptions and other important factors that
could cause actual results to differ materially from those
forward-looking statements with respect to Great Lakes, include,
but are not limited to: our ability to obtain federal government
dredging and other contracts; our ability to qualify as an eligible
bidder under government contract criteria and to compete
successfully against other qualified bidders; risks associated with
cost over-runs, operating cost inflation and potential claims for
liquidated damages, particularly with respect to our fixed cost
contracts; the timing of our performance on contracts; significant
liabilities that could be imposed were we to fail to comply with
government contracting regulations; risks related to international
dredging operations, including instability in the Middle East; a
significant negative change to large, single customer contracts
from which a significant portion of our international revenue is
derived; changes in previously-recorded revenue and profit due to
our use of the percentage-of-completion method of accounting;
consequences of any lapse in disclosure controls and procedures or
internal control over financial reporting; changes in the amount of
our estimated backlog; our ability to obtain bonding or letters of
credit; increasing costs to operate and maintain aging vessels;
equipment or mechanical failures; acquisition integration and
consolidation risks; liabilities related to our historical
demolition business; impacts of legal and regulatory proceedings;
unforeseen delays and cost overruns related to the construction of
new vessels; our becoming liable for the obligations of joint
ventures, partners and subcontractors; capital and operational
costs due to environmental regulations; unionized labor force work
stoppages; maintaining an adequate level of insurance coverage;
information technology security breaches; our substantial amount of
indebtedness; restrictions imposed by financing covenants; the
impact of adverse capital and credit market conditions; limitations
on our hedging strategy imposed by new statutory and regulatory
requirements for derivative transactions; foreign exchange risks;
changes in macroeconomic indicators and the overall business
climate; and losses attributable to our investments in privately
financed projects. For additional information on these and other
risks and uncertainties, please see Item 1A. "Risk Factors" of
Great Lakes' Annual Report on Form 10-K for the year ended December
31, 2015, and in other securities filings by Great Lakes with the
SEC.
Although Great Lakes believes that its plans,
intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, actual results could
differ materially from a projection or assumption in any
forward-looking statements. Great Lakes' future financial condition
and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties. The forward-looking statements contained in this
press release are made only as of the date hereof and Great Lakes
does not have or undertake any obligation to update or revise any
forward-looking statements whether as a result of new information,
subsequent events or otherwise, unless otherwise required by
law.
GLDD CORP
For further information contact:
Mary Morrissey, Investor Relations
630-574-3467
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