Shaw Communications Completes Senior Note Offering in November 2003

Shaw Communications Inc. issued $350 million principal amount of its 7.5 per cent senior notes due in November 2013. The offering, which closed on November 20, 2003, was made in both Canada and the US pursuant to Shaw’s shelf prospectus qualified in the US under the multijurisdictional disclosure system. The offering was co-led by RBC Dominion Securities Inc. and TD Securities Inc., and the syndicate included BMO Nesbitt Burns Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc., National Bank Financial and Scotia Capital Inc.

The offering was unique in that approximately 29 per cent of the issue was placed in the US institutional market even though the notes are denominated in Canadian dollars. Shaw was also able to retain the same covenant pattern for these notes as that which apply to Shaw’s previous public issues, which were made at a time when its debt was rated investment grade.

Shaw’s legal team was directed by Ronald Rogers, senior vice-president and CFO; Jackie Altwasser, vice-president, finance; David Taniguchi, senior counsel and assistant corporate secretary; and Susan Crippin, director of transactions and due diligence. In Canada Shaw was represented by Fraser Milner Casgrain LLP, with a team that included Bill Jenkins, Craig Story, Tom Pepevnak, Lisa Nesbitt and Toby Allan; and in the US by Sherman & Howard LLC in Denver, Colorado, with a team that included Steve Miller, Jim McMaster, Jeffrey Kesselman and Matthew Tomb.

The underwriters were represented in Canada by McCarthy Tétrault LLP, with a team that included David Woollcombe, Frank DeLuca, Grant Buchanan, Jim Morand and Tara Rosenblatt; and the US by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included Chris Morgan, Jonathan James, Robert Normandeau and Eric Spindel.