- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
December 02 2010 - 5:13PM
Edgar (US Regulatory)
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Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-170416
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December 2, 2010
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CONFIDENTIAL
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SHAW COMMUNICATIONS INC.
SENIOR NOTES
FINAL TERM SHEET
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Issuer:
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Shaw Communications Inc. (the Issuer)
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Issue:
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Senior Notes (the Notes) issued by way of Public Offering in all provinces in
Canada and in the United States pursuant to a Base Shelf Prospectus dated
November 18, 2010, and Prospectus Supplement dated December 2, 2010
(together, the Prospectus).
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Ratings:
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DBRS:
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BBB
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(stable trend)
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Moodys:
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Baa3
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(stable outlook)
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S&P:
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BBB-
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(stable outlook)
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Principal Amount:
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$500 million
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Pricing Date:
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December 2, 2010
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Settlement Date:
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December 7, 2010
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Maturity Date:
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December 7, 2020
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Price:
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$99.635
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Yield:
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5.548%
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Coupon:
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5.50%
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Spread:
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+230 bps plus versus the Government of Canada interpolated curve (defined as
3.50% June 1, 2020 and 3.25% June 1, 2021)
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+230 bps plus a 5.6 bps curve adjustment versus the Government of Canada 3.50%
June 1, 2020 (priced at $102.50 to yield 3.192%).
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Coupon Payment Dates:
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Payable in equal semi-annual installments in arrears on the 7
th
day of June and
December, commencing on June 7
th
, 2011.
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Rank:
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The Notes will be senior unsecured obligations of Shaw Communications Inc. and
will rank equally and ratably with all existing and future senior unsecured
indebtedness of the Issuer.
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Change of Control:
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The Issuer will be required to make an offer to repurchase the Notes at a price equal
to 101% of their principal amount plus accrued and unpaid interest to the date of
repurchase upon the occurrence of a Change of Control Triggering Event, as defined
in the Prospectus.
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Redemption:
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At the greater of (i) 100% of the principal amount of the Notes, or (ii) the Canada
Yield Price (GoC +57.5 bps), plus, in either case, accrued interest thereon to the
date of redemption. The Issuer may also redeem all of the Notes if certain events
occur involving Canadian taxation.
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Use of Proceeds:
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The net proceeds of this offering will be used for repayment of debt incurred under
Shaws credit facility to complete the Canwest Acquisition and effect a subsequent
related debt refinancing.
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Form and Denomination:
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Book entry through participants in CDS or its nominee. Noteholders may hold their
Notes through the accounts maintained by DTC, Euroclear or Clearstream,
Luxembourg.
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Page 1 of 2
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December 2, 2010
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CONFIDENTIAL
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SHAW COMMUNICATIONS INC.
SENIOR NOTES
FINAL TERM SHEET
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Agents:
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TD Securities Inc. (co-lead and sole bookrunner)
Scotia Capital Inc. (co-lead)
CIBC World Markets Inc.
RBC Dominion Securities Inc.
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Agency Commission:
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$0.40
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CUSIP / ISIN:
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82028KAR2 / CA 82028KAR29
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A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The Issuer has filed a Registration Statement on Form F-10 (File No. 333-170416) with the SEC for
the offering to which this communication relates. Before you invest, you should read the Prospectus
and the documents incorporated therein by reference that the Issuer has filed with the SEC for more
complete information about the Issuer and this offering. You may obtain these documents for free by
visiting EDGAR on the SEC website at
www.sec.gov
or by visiting the Canadian System for Electronic
Document Analysis and Retrieval (SEDAR) website, which may be accessed at www.sedar.com.
Alternatively, the Issuer, any agent or any dealer participating in the offering will arrange to
send you the Prospectus and any document incorporated by reference in the Prospectus if you request
it by calling TD Securities Inc. at 416-982-2243.
Any legends, disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of this communication having been sent via Bloomberg or another
system.
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Page 2 of 2
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December 2, 2010
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CONFIDENTIAL
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SHAW COMMUNICATIONS INC.
REOPENING OF 6.75% SENIOR NOTES DUE NOVEMBER 9, 2039
FINAL TERM SHEET
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Issuer:
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Shaw Communications Inc. (the Issuer)
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Issue:
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Senior Notes (the Notes) issued by way of Public Offering in all provinces in
Canada and in the United States pursuant to a Base Shelf Prospectus dated
November 18, 2010, and Prospectus Supplement dated December 2, 2010 (together,
the Prospectus).
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Ratings:
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DBRS: BBB (stable trend)
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Moodys: Baa3 (stable outlook)
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S&P: BBB- (stable outlook)
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Principal Amount:
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$400 million (Total issue size is now $1.05 billion)
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Pricing Date:
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December 2, 2010
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Settlement Date:
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December 7, 2010
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Maturity Date:
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November 9, 2039
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Reopening Price:
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$97.356, plus accrued interest from November 9, 2010
which totals $2,071,232.88 in aggregate
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Reopening Yield:
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6.963%
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Coupon:
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6.75%
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Reopening Spread:
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+330 bps versus the Government of Canada 5.00% June
1, 2037 (priced at $122.55 to yield 3.663%).
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Coupon Payment Dates:
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Payable in equal semi-annual installments in arrears
on the 9
th
day of May and November,
commencing on May 9
th
, 2011.
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Rank:
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The Notes will be senior unsecured obligations of
Shaw Communications Inc. and will rank equally and
ratably with all existing and future senior
unsecured indebtedness of the Issuer.
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|
|
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Change of Control:
|
|
The Issuer will be required to make an offer to
repurchase the Notes at a price equal to 101% of
their principal amount plus accrued and unpaid
interest to the date of repurchase upon the
occurrence of a Change of Control Triggering Event,
as defined in the Prospectus.
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Redemption:
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At the greater of (i) 100% of the principal amount
of the Notes, or (ii) the Canada Yield Price (GoC
+70 bps), plus, in either case, accrued interest
thereon to the date of redemption. The Issuer may
also redeem all of the Notes if certain events occur
involving Canadian taxation.
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Use of Proceeds:
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The net proceeds of this offering will be used for
repayment of debt incurred under Shaws credit
facility to complete the Canwest Acquisition and
effect a subsequent related debt refinancing.
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Form and Denomination:
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Book entry through participants in CDS or its
nominee. Noteholders may hold their Notes through
the accounts maintained by DTC, Euroclear or
Clearstream, Luxembourg.
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Page 1 of 2
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December 2, 2010
|
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CONFIDENTIAL
|
SHAW COMMUNICATIONS INC.
REOPENING OF 6.75% SENIOR NOTES DUE NOVEMBER 9, 2039
FINAL TERM SHEET
|
|
|
Agents:
|
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TD Securities Inc. (co-lead and sole bookrunner)
Scotia
Capital Inc. (co-lead)
CIBC World Markets Inc.
RBC
Dominion Securities Inc.
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Agency Commission:
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$0.50
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CUSIP / ISIN:
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82028KAQ4 / CA 82028KAQ46
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A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The Issuer has filed a Registration Statement on Form F-10 (File No. 333-170416) with the SEC for
the offering to which this communication relates. Before you invest, you should read the Prospectus
and the documents incorporated therein by reference that the Issuer has filed with the SEC for more
complete information about the Issuer and this offering. You may obtain these documents for free by
visiting EDGAR on the SEC website at
www.sec.gov
or by visiting the Canadian System for
Electronic Document Analysis and Retrieval (SEDAR) website, which may be accessed at
www.sedar.com. Alternatively, the Issuer, any agent or any dealer participating in the
offering will arrange to send you the Prospectus and any document incorporated by reference in the
Prospectus if you request it by calling TD Securities Inc. at 416-982-2243.
Any legends, disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of this communication having been sent via Bloomberg or another
system.
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Page 2 of 2
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