Shaw Completes Senior Note Offering

Shaw Communications Inc. issued $450 million principal amount of its 6.10 per cent senior notes due in November 2012. The offering, which closed on November 16, 2005, was made in both Canada and the US pursuant to the Canada/US multijurisdictional disclosure system. The offering was led by TD Securities Inc., and the syndicate included RBC Dominion Securities Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc., National Bank Financial Inc. and Scotia Capital Inc.

The Shaw offerings continue to be unique in that a large portion of the issues have been placed in the US institutional market even though the notes are denominated in Canadian dollars. In addition, this offering of Shaw notes had a large retail component and was reportedly the largest debt offering ever completed by a non-investment grade issuer in Canada.

Shaw's legal team was directed by Steve Wilson, senior vice-president and CFO, and David Taniguchi, senior counsel and assistant corporate secretary. In Canada, Shaw was represented by Fraser Milner Casgrain LLP with a team that included Bill Jenkins, Dorothy Dawe, Irene Ludwig and Kathryn Blair (corporate/securities) and Jehad Haymour (tax); and in the US by Sherman & Howard LLC in Denver, Colorado, with a team that included Steven Miller, Jeffrey Kesselman and Matthew Tomb (corporate/securities) and Michael Dubetz (tax).

The underwriters were represented in Canada by McCarthy Tétrault LLP with a team that included David Woollcombe, Frank DeLuca, Joshua Arbuckle, Cameron Schepp and David Randell (corporate/securities), Grant Buchanan (communications) and James Morand (tax); and in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Christopher Morgan, Jason Saltzman, Sally Whitehead and Ryan Dzierniejko (corporate/securities) in Toronto and Eric Sensenbrenner (tax) in Washington.