BATON ROUGE, La., Feb 26, 2003 (BUSINESS WIRE) -- The Shaw Group Inc. (NYSE:
SGR) ("Shaw" or "the Company") today announced that it intends to offer $250
million of senior notes for sale in a private placement, subject to market and
other conditions. The offering will be made only to qualified institutional
buyers in accordance with Rule 144A and in offshore transactions in reliance on
Regulation S under the Securities Act of 1933, as amended. The offering is
expected to close during March 2003.
The Company intends to use the net proceeds of the offering to purchase, in a
tender offer that Shaw announced today, up to a maximum aggregate principal
amount at maturity of $384.6 million of its outstanding Liquid Yield Option(TM)
Notes due 2021 (Zero Coupon -- Senior) (the "LYONs") at prices determined by a
"Modified Dutch Auction" tender offer procedure. At the maximum purchase price
in the price range for the tender offer, Shaw would pay approximately $250
million to purchase $384.6 million in principal amount at maturity of the LYONs.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities. The securities to be offered will not be registered
under the Securities Act or applicable state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.
This announcement is also 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 offer to purchase LYONs may only be made pursuant to the terms of
Shaw's Offer to Purchase and the accompanying Letter of Transmittal.
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 web-site
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 web site
CONTACT: The Shaw Group Inc.
Christine N. Mollere, 225/932-2500
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