BATON ROUGE, La., Apr 21, 2005 (BUSINESS WIRE) — The Shaw Group Inc. (NYSE: SGR) today announced that,
pursuant to its previously announced cash tender offer and consent
solicitation for any and all of its outstanding 10 3/4% Senior Notes
due 2010, over 93% of the $253.0 million aggregate principal amount
outstanding of the Senior Notes have been tendered and, as a result,
Shaw has received the consents necessary to adopt certain proposed
amendments to the indenture governing the Senior Notes. The proposed
amendments will eliminate substantially all of the restrictive
covenants of the indenture.
Holders who validly tendered their Senior Notes by 5:00 p.m., New
York City time on April 19, 2005 (the “Consent Time”), and consented
to the proposed amendments will receive the total consideration of
$1,146.81 per $1,000.00 principal amount of Senior Notes accepted for
purchase. The total consideration includes a consent payment of $25
per $1,000 principal amount of Senior Notes. As of the Consent Time,
approximately $237.5 million in aggregate principal amount of the
Senior Notes had been tendered in the Offer. Acceptance of and payment
for Senior Notes tendered before the Consent Time is expected to be on
April 26, 2005, subject to satisfaction or waiver of the conditions to
the Offer described in Shaw’s Offer to Purchase. Shaw intends to
execute a supplemental indenture shortly, and, upon payment for such
Senior Notes, the amendments will become operative.
Senior Notes in the aggregate principal amount of $15,748,000
remain outstanding and subject to the Offer which is scheduled to
expire at 5:00 p.m., New York City time, on May 4, 2005, unless
extended (the “Expiration Time”). Holders who validly tender their
Notes after the Consent Time and prior to the Expiration Time will
receive the purchase price of $1,121.81 per $1,000.00 principal amount
of Senior Notes accepted for purchase. Payment for Senior Notes
tendered after the Consent Time and prior to the Expiration Time is
expected to be on or about May 5, 2005. All holders whose Notes are
accepted for payment will also receive accrued and unpaid interest up
to, but not including, the applicable date of payment for the Notes.
UBS Securities LLC is acting as dealer-manager and solicitation
agent; D.F. King & Co., Inc. is acting as information agent; and The
Bank of New York is acting as tender agent in connection with the
Offer.
The terms and conditions of the Offer are set forth in Shaw’s
Offer to Purchase, which was distributed to the holders of the Senior
Notes when the Offer 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. The
conditions are fully described in the Offer to Purchase. Copies of the
Offer to Purchase, Letter of Transmittal and related documents may be
obtained from the information agent at (800) 848-3416.
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.
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. With over $3 billion in revenues, Shaw is
headquartered in Baton Rouge, Louisiana, and employs approximately
19,500 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.
CONTACT: The Shaw Group Inc., Baton Rouge
Chris D. Sammons
225-932-2546
www.shawgrp.com