Shaw Communications Completes $900M Senior Notes Offering

On December 7, 2010, Shaw Communications Inc. closed its offering of $500 million principal amount of 5.50 per cent senior unsecured notes due 2020 and its reopened offering of 6.75 per cent senior unsecured notes due 2039 for an additional $400 million.

The net proceeds of the offering were used for repayment of debt incurred under Shaw's credit facility to complete its purchase of 100 per cent of the over-the-air and specialty television businesses of Canwest Global Communications Corp., including all of CW Investments Co., the company that owned the specialty television channels acquired from Alliance Atlantis Communications Inc. in 2007 (the “CW Media Group”). The aggregate purchase price for the Canwest broadcasting assets, including the amounts paid prior to closing to acquire certain shares of CW Investments Co. from affiliates of Goldman Sachs Capital Partners and the debt assumed at the CW Media Group level, was approximately $2 billion.

Shaw is a diversified com-munications and media company, providing consumers with broadband cable television, high-speed Internet, home phone, telecommunications services (through Shaw Business), satellite direct-to-home services (through Shaw Direct) and engaging programming content (through Shaw Media).

Shaw Media operates one of the largest conventional television networks in Canada, Global Television, and 19 specialty networks including HGTV Canada, Food Network Canada, History Television and Showcase. Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (TSX: SJR.B; NYSE: SJR). The senior notes were made available in Canada and the United States under Shaw's previously filed shelf prospectus pursuant to an agency agreement with TD Securities Inc. and Scotia Capital Inc. acting as co-lead agents.

Shaw Communications Inc. was represented by Paul Bachand, Assistant Corporate Secretary and Senior Counsel. Fraser Milner Casgrain LLP was Canadian legal counsel to Shaw with a team consisting of William Jenkins and John Reynolds (corporate and securities) and Derek Kurrant and Sebastian Elawny (tax).

Stikeman Elliott LLP served as special regulatory counsel to Shaw in this transaction with a team consisting of Gregory Kane, QC, and David Elder. Sherman & Howard L.L.C. in Denver, Colorado, was US counsel to Shaw with a team consisting of Steven Miller, Jeffrey Kesselman, Brent Westrop and Joseph Davis (corporate and securities) and Michael Dubetz (tax).

The agents were represented in Canada by McCarthy Tétrault LLP with a team that included David Woollcombe, Orysia Semotiuk and Matthew Harding (corporate and securities); James Morand (tax) and Grant Buchanan and Bram Abramson (regulatory); and in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Christopher Morgan, Ryan Dzierniejko and Sarah Ward (corporate and securities) and Daniel McCall (tax).