BATON ROUGE, La., Apr 04, 2005 (BUSINESS WIRE) — The Shaw Group Inc. (NYSE:SGR) today announced that it
plans to commence a tender offer (the “Offer”) on April 5, 2005, for
all of its outstanding 10 3/4% Senior Notes due 2010 (Senior Notes)
with a total principal amount outstanding of approximately $250
million. The total consideration to be offered in the tender will be
$1,146.81 per $1,000 note. The total consideration includes a consent
payment of $25 per $1,000 principal amount of Senior Notes payable
only to Holders who tender their Senior Notes and deliver their
consents to the proposed amendments to the indenture governing the
Senior Notes during the consent period and prior to the consent time.
Holders who tender their Senior Notes after the consent time and prior
to the expiration time will be entitled to receive the total
consideration less the $25 consent payment per $1,000 principal amount
of the Senior Notes on the final settlement date for the Senior Notes.
In addition, we will pay accrued and unpaid interest on such $1,000
principal amount of Senior Notes up to, but not including, the payment
date for Senior Notes accepted for purchase. The consent period will
expire on April 19, 2005, and the Offer will expire on May 4, 2005.
Shaw intends to fund the repurchase with proceeds from a proposed
offering of 12.5 million shares of common stock together with
additional funds. Assuming all Senior Notes are tendered and accepted
by us at the offer price, we will recognize a loss on the repurchase
of the Senior Notes, net of income taxes, of approximately $30.6
million in the third quarter of fiscal 2005.
The terms and conditions of the Offer will be set forth in Shaw’s
Offer to Purchase, which will be distributed to the holders of the
Senior Notes when the Offer is commenced. Subject to applicable law,
Shaw may, at its sole discretion, waive any condition applicable to
the Offer or extend or terminate or otherwise amend the Offer. The
consummation of the Offer for the Senior Notes is subject to certain
conditions, including the successful completion of Shaw’s pending
common stock offering and upon the tender of a majority of the
outstanding principal amount of Senior Notes. The conditions will be
fully described in the Offer to Purchase.
UBS Securities LLC will act as dealer manager and solicitation
agent, D.F. King & Co., Inc. will be the information agent and The
Bank of New York will serve as the tender agent in connection with the
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 Senior Note. The Offer may only be made pursuant
to the terms of the Offer to Purchase and the accompanying Letter of
Transmittal. Each holder of the Senior Notes should read the Offer to
Purchase and the Letter of Transmittal when it receives them, as they
contain important information. Upon commencement of the Offer, copies
of the Offer to Purchase, Letter of Transmittal and related documents
may be obtained from the information agent.
None of the Company, the dealer manager and solicitation agent,
the information agent or the tender agent makes any recommendation in
connection with the Offer or the consent solicitation.
The Shaw Group Inc. is a leading global provider of technology,
engineering, procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for energy, chemicals, environmental, infrastructure and
emergency response markets. A Fortune 1,000 company with over $3
billion in revenues, Shaw is headquartered in Baton Rouge, Louisiana,
and employs approximately 18,000 people at its offices and operations
in North America, South America, Europe, the Middle East and the
Asia-Pacific region. For further information, please visit the
Company’s website at www.shawgrp.com.
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 Statements”.
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.
SOURCE: The Shaw Group Inc.
The Shaw Group Inc.
Chris D. Sammons, 225.932.2546