Shaw Communications Inc. Restructures Long-Term Debt

On April 11, 2000, Shaw Communications Inc. (Shaw) restructured its entire long-term debt of approximately $1.5 billion by replacing its privately placed debentures with unsecured notes issued by prospectus in the U.S. and Canadian capital markets and by restating its senior credit facility on an unsecured basis.

The first step in implementing the transaction was the redemption by Shaw of all six series of its secured, privately placed debentures, issued under two separate trust indentures, for an amount in excess of $700 million. To assist in financing this redemption, Shaw negotiated a $300 million bridge loan from TD Securities Inc. Next, Shaw completed an issue of US$440 million in unsecured notes due 2010 and an issue of Cdn$275 million in unsecured notes due 2005, with Merrill Lynch and TD Securities acting as lead underwriters of both issues. The notes have been rated BBB+ by S&P, Baa2 by Moody’s, BBB+ by CBRS and BBB(high) by DBRS. Concurrently, Shaw amended and restated the credit agreement governing its $1 billion in senior credit facilities provided by a 15 bank syndicate lead by The Toronto-Dominion Bank. The amendments extended the term of the credit facilities and authorized the release of all of the security Shaw had previously granted.

Fraser Milner in Calgary represented Shaw in connection with these transactions under the direction of Margot M. Micallef, Shaw’s General Counsel, and David Taniguchi, Legal Counsel, Corporate and Securities. The Fraser Milner team was comprised of David A. Spencer, Craig A. Story and Irene T. Ludwig (securities) and William K. Jenkins, Thomas F. Pepevnak, Andrew O.T. Donohoe and Gregory R. Dunn (banking). Shaw’s U.S. counsel on the U.S. note issue was Steven Miller of Sherman & Howard L.L.C. in Denver. Canadian counsel to the co-lead underwriters were Philip Moore and Michael Valihora of McCarthy Tétrault in Toronto and their U.S. counsel was Jason Lehner and Ruchi Kaushal of Shearman & Sterling’s Toronto office. Philip Moore and Gordon Baird of Toronto’s McCarthy Tétrault represented TD Securities in connection with the bridge loan used to fund redemption of the privately placed debentures. Shaw’s lending syndicate was represented by Iain Scott and Stephen Furlan of McCarthy Tétrault in Toronto.