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Last updated on April 24, 2014 at 6:42 EDT

ShawCor Announces Financing Arrangements to Eliminate Dual Class Share Structure

February 26, 2013

(TSX: SCL.A, SCL.B)

TORONTO, Feb. 26, 2013 /PRNewswire/ – ShawCor Ltd. is providing an update today
regarding its financing arrangements in connection with the proposed
elimination of ShawCor’s dual class share structure (the “Arrangement”)
which will be the subject of a shareholder vote at a special meeting
scheduled to be held on March 14, 2013 (the “Special Meeting”).

In the Management Proxy Circular relating to the Special Meeting (which
can be viewed at www.sedar.com or on the ShawCor website), ShawCor advised that it expected to finance
the total cash needed to close the Arrangement (approximately $580
million) through a private placement of senior unsecured notes, an
increase in its existing credit facility and from cash on hand.

ShawCor is announcing today that it has received commitments in respect
of its unsecured senior note private placement in the amount of US$350
million, subject to confirmatory due diligence and the execution of
definitive documents. These senior notes will have terms ranging from
7 to 15 years, with a weighted average term of 10.4 years and a
weighted average annual yield of approximately 3.65%.

ShawCor is also announcing today that it has received commitments from
its existing lenders, subject to the execution of definitive
documentation, to increase ShawCor’s existing unsecured revolving
credit facilities by US$100 million to US$250 million, to extend its
term to five years and to reduce the rates of interest from those
payable under the current facility.

Key financial covenants in both the senior note private placement and
the amended credit facilities will require a maximum leverage ratio
(total debt to EBITDA) of not more than 3.0 to 1.0 and a minimum
interest coverage ratio (the sum of EBITDA plus rental payments to the
sum of interest expense plus rental payments) of at least 2.5 to 1.0.

Mr. Bill Buckley, President and CEO of ShawCor Ltd. remarked, “We are
quite pleased with both the high level of lender interest and with the
favourable terms that we have secured in connection with our proposed
financings. The financing available to us under the senior notes
private placement and the amended revolving credit facilities should
not result in excessive leverage and is expected to support our growth
agenda following the completion of the Arrangement.”

Forward-Looking Information

This document includes certain statements that reflect management’s
expectations and objectives for the Company’s future performance,
opportunities and growth, which statements constitute forward-looking
information under applicable securities laws. Such statements, other
than statements of historical fact, are predictive in nature or depend
on future events or conditions. Forward-looking information involves
estimates, assumptions, judgments and uncertainties. These statements
may be identified by the use of forward-looking terminology such as
may , will , should , anticipate , expect , believe , predict ,
estimate , continue , intend , plan and variations of these words
or other similar expressions. Specifically, this document includes
forward-looking information in respect of, among other things, the
commitment of ShawCor’s lenders and prospective note holders subject to
confirmatory due diligence and definitive documentation.

Forward-looking information involves known and unknown risks and
uncertainties that could cause actual results to differ materially from
those predicted by the forward-looking information. We caution readers
not to place undue reliance on forward looking information as a number
of factors could cause actual events, results and prospects to differ
materially from those expressed in or implied by the forward looking
information. These statements of forward-looking information are
based on assumptions, estimates and analysis made by management in
light of its experience and perception of trends, current conditions
and expected developments as well as other factors believed to be
reasonable and relevant in the circumstances. These assumptions
include finalization of the Arrangement and the Company’s ability to
complete due diligence and to finalize and execute definitive
documentation with its lenders and prospective note holders. The
Company believes that the expectations reflected in the forward-looking
information are based on reasonable assumptions in light of currently
available information. However, should one or more risks materialize
or should any assumptions prove incorrect, the Company can give no
assurance that such expectations will be achieved.

When considering the forward looking information in making decisions
with respect to the Company, readers should carefully consider the
foregoing factors and other uncertainties and potential events. The
Company does not assume the obligation to revise or update forward
looking information after the date of this document or to revise it to
reflect the occurrence of future unanticipated events, except as may be
required under applicable securities laws.

The senior unsecured notes have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or applicable
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these notes, nor shall there be any
sale of these notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.

SOURCE ShawCor Ltd.


Source: PR Newswire