Shaw Communications Completes Offering

On February 17, 2011, Shaw Communications closed its offering of the reopened 6.75 per cent senior unsecured notes due 2039 for an additional $400 million.

The net proceeds of this offering were used for repayment of debt incurred under Shaw's credit facility and for working capital and general corporate purposes.

Shaw is a diversified communications and media company, providing consumers with broadband cable television, high-speed internet, home phone, telecommunications services (through Shaw Business), satellite direct-to-home services (through Shaw Direct) and engaging programming content (through Shaw Media). Shaw serves 3.4 million customers, through a reliable and extensive fibre network.

Shaw Media operates one of the largest conventional television networks in Canada, Global Television, and 19 specialty networks including HGTV Canada, Food Network Canada, History Television and Showcase. Shaw is traded on the Toronto Stock Exchange and New York Stock Exchange and is included in the S&P/TSX 60 Index (TSX:SJR.B, NYSE:SJR).

The senior notes were made available in Canada and the United States under Shaw's previously filed shelf prospectus pursuant to an agency agreement with TD Securities Inc. acting as lead agent.

Shaw Communications Inc. was represented by Peter Johnson, General Counsel and Corporate Secretary and Paul Bachand, Assistant Corporate Secretary and Senior Counsel. Fraser Milner Casgrain LLP was Canadian legal counsel to Shaw with a team consisting of William Jenkins and John Reynolds (corporate and securities) and Derek Kurrant and Sebastian Elawny (tax).

Stikeman Elliott LLP served as special regulatory counsel to Shaw in this transaction with a team consisting of Gregory Kane, QC, and David Elder. Sherman & Howard L.L.C. in Denver, Colorado, was US counsel to Shaw with a team consisting of Steven Miller, Jeffrey Kesselman, Brent Westrop and Joseph Davis (corporate and securities) and Michael Dubetz (tax).

The agents were represented in Canada by McCarthy T├ętrault LLP with a team that included David Woollcombe and Orysia Semotiuk (corporate and securities), James Morand (tax) and Grant Buchanan and Bram Abramson (regulatory); and in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Christopher Morgan, Ryan Dzierniejko and Sarah Ward (corporate and securities) and Daniel McCall (tax).


Derek A. Kurrant John E. P. Reynolds James G. Morand Bram Abramson David E. Woollcombe Brent M. Westrop William K. Jenkins Jeffrey Kesselman S. Sebastian Elawny Ryan Dzierniejko Grant Buchanan Orysia Semotiuk


Dentons Canada LLP Stikeman Elliott LLP Sherman & Howard LLC McCarthy Tétrault LLP Skadden, Arps, Slate, Meagher & Flom LLP