ShawCor Announces Financing Arrangements to Eliminate Dual Class Share Structure

    ShawCor Announces Financing Arrangements to Eliminate Dual Class Share

PR Newswire

TORONTO, Feb. 26, 2013


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 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 

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 

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 

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 

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.


Gary S. Love
Vice President, Finance and CFO
Telephone: 416.744.5818
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