BATON ROUGE, La.--(BUSINESS WIRE)--May 4, 2004--The Shaw Group
Inc. (NYSE:SGR) announced today that it has completed its tender offer
("the Offer") for any or all of its outstanding Liquid Yield
Option(TM) Notes due 2021 (Zero Coupon -- Senior) (the "LYONs"). The
Offer commenced on April 20, 2004 and expired at 5:00 p.m. Eastern
Time, on April 30, 2004. Shaw is required to offer to purchase the
LYONs as of May 3, 2004 pursuant to the Indenture and the terms of the
LYONs certificates, which provides that the holders of LYONs can
require the Company to purchase their LYONs on that date.
Pursuant to Shaw's Offer to purchase LYONs at $683.61 per $1,000
principal amount at maturity, approximately $84 million aggregate
principal amount at maturity (current accreted value of approximately
$57 million) of LYONs were tendered and not withdrawn prior to the
expiration of the Offer. Shaw accepted the tendered LYONs for a total
aggregate purchase price of $57,248,235.84, including transaction
fees. After giving effect to this repurchase, approximately $1 million
aggregate principal amount at maturity of LYONs remain outstanding.
Shaw funded the repurchase of the tendered LYONs with cash on hand
and funds raised from its offering of 2,346,000 million shares of
common stock, which closed on April 22, 2004 and generated net
proceeds of approximately $29 million.
D.F. King & Co., Inc. acted as the information agent and The Bank
of New York served as the depositary in connection with the Offer.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell securities
with respect to any LYONs.
The Shaw Group Inc. is a leading provider of consulting,
engineering, construction, remediation and facilities management
services to government and private sector clients in the
environmental, infrastructure and emergency response markets. Shaw is
also a vertically integrated provider of comprehensive engineering,
consulting, procurement, pipe fabrication, construction and
maintenance services to the power and process industries worldwide.
The Company is headquartered in Baton Rouge, Louisiana and employs
approximately 17,000 people at its offices and operations in North
America, South America, Europe, the Middle East and the Asia-Pacific
region. Additional information on The Shaw Group is available at
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. The statements
contained herein that are not historical facts (including without
limitation statements to the effect that the Company or its management
"believes," "expects," "anticipates," "plans," or other similar
expressions) and statements related to revenues, earnings, backlog, or
other financial information or results are forward-looking statements
based on the Company's current expectations and beliefs concerning
future developments and their potential effects on the Company. There
can be no assurance that future developments affecting the Company
will be those anticipated by the Company. These forward-looking
statements involve significant risks and uncertainties (some of which
are beyond our control) and assumptions and are subject to change
based upon various factors. Should one or more of such risks or
uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those
projected in the forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. A description of some of the risks and uncertainties that
could cause actual results to differ materially from such
forward-looking statements can be found in the Company's reports and
registration statements filed with the Securities and Exchange
Commission, including its Form 10-K and Form 10-Q reports, and on the
Company's website under the heading "Forward Looking Statement". These
documents are also available from the Securities and Exchange
Commission or from the Investor Relations department of Shaw. For more
information on the company and announcements it makes from time to
time on a regional basis visit our website at www.shawgrp.com.
CONTACT: The Shaw Group Inc.
Robert L. Belk, 225-932-2500
SOURCE: The Shaw Group Inc.