BATON ROUGE, La.–(BUSINESS WIRE)–May 6, 2005–The Shaw Group
Inc. (NYSE: SGR) today announced that on May 5, 2005 it completed its
previously announced cash tender offer and consent solicitation (the
“Offer”) for any and all of its $253,029,000 outstanding 10 3/4%
Senior Notes due 2010 (the “Senior Notes”). The Offer expired at 5:00
p.m. New York City time on Wednesday, May 4, 2005 (the “Expiration
Time”). As of the Expiration Time, $237,856,000 aggregate principal
amount of Senior Notes were tendered, which represented approximately
94% of the outstanding aggregate principal amount of the Senior Notes.
The Company paid approximately $266.8 million to purchase the Senior
Notes, plus accrued interest, and made consent payments totaling
approximately $5.9 million. The Company expects to record a pre-tax
charge of approximately $47.4 million as a result of the early
retirement of the Senior Notes and related transactions.
The Company has accepted for payment and paid for all Senior Notes
validly tendered on or prior to the Expiration Date. In connection
with the Offer, the Company received the required consents from
holders of the Senior Notes to approve proposed amendments (the
“Proposed Amendments”) to the indenture governing the Senior Notes to
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions contained in the
indenture. Adoption of the Proposed Amendments required the consent of
holders of at least a majority of the aggregate principal amount of
the outstanding Senior Notes.
UBS Securities LLC acted as dealer-manager and solicitation agent;
D.F. King & Co., Inc. acted as information agent; and The Bank of New
York acted 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. 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 was made solely by the
Offer to Purchase and the accompanying Letter of Transmittal dated
April 5, 2005.
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
20,000 people at its offices and operations in North America, South
America, Europe, the Middle East and the Asia-Pacific region. The
Company was recently named for the second consecutive year to Fortune
magazine’s annual list of “America’s Most Admired Companies”. For
further information, please visit Shaw’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.
CONTACT: The Shaw Group Inc., Baton Rouge
Chris D. Sammons, 225-932-2546
SOURCE: The Shaw Group Inc.