Student Transportation of America (STB) Announces $50 Million of Private Placements
TORONTO (April 14, 2008) Student Transportation of America Ltd. (TSX:STB) ("STA" or the "Company") announced today that it has agreed to sell, on a private placement basis, a total of 8,266,779 common shares for gross proceeds of $50 million to two investors. The first investor, purchasing $40 million of the common shares, is SNCF Participations S.A. ("SNCF P"), a more than 99% owned subsidiary of Société Nationale des Chemins de fer Français ("SNCF"), the French National Railway. The second investor is the Caisse de dép™t et placement du Québec ("Caisse"), which is purchasing $10 million of the common shares. The Caisse is currently STA's largest shareholder. The transactions are anticipated to close on or about April 18, 2008.
The net proceeds from the private placements will be used by STA to fund future growth opportunities, including acquisitions, new contract bids and conversions and to repay amounts outstanding under its growth credit facility.
In connection with the investment by SNCF P, STA has agreed to expand its board of directors to eight members and to appoint Jean-Pierre Farandou, director of SNCF's Public Transport Division, to the STA board.
STA has agreed that SNCF P will be entitled to continue to have a representative on the board for so long as SNCF P continues to hold 10% or more of the outstanding common shares of STA. STA has also agreed to provide SNCF P with customary anti-dilution and registration rights, as well as a consultation right that will require STA to provide SNCF P with advance notice of certain material transactions (but does not include any approval or consent right in favour of SNCF P).
SNCF P is purchasing 6,557,377 common shares at a price of $6.10 per share, which is based on a 5% premium to the 20-day volume-weighted average trading price. After completion of the private placements, SNCF P will own 16.4% of the total outstanding common shares of STA.
The Caisse is purchasing 1,709,402 common shares at a price of $5.85, which is based on the 5-day volume-weighted average trading price. After completion of the private placements, the Caisse will own 18.3% of the total outstanding common shares of STA.
"We are delighted to have SNCF P make this substantial investment in STA and are excited to have Jean-Pierre join our board. We have great respect for the business that SNCF has built around the world in transportation. We are also very pleased that the Caisse de dép™t continues to demonstrate confidence and commitment to STA by increasing its investment. The Caisse first invested in STA while we were a private company and then again on our initial public offering in December 2004, and their continuing support is greatly valued," said Denis J. Gallagher, STA's Chairman and CEO.
STA engaged Wellington West Capital Markets Inc. in Toronto as a financial advisor in connection with the offerings. Rothschild acted as financial advisors to SNCF P.
Common shares of STA (TSX: STB) currently pay an annualized cash dividend of $0.56 per share and, based on today's trading price, deliver an annual yield of 9.6 percent.
THE SECURITIES OFFERED HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
About Student Transportation
Founded in 1997, Student Transportation is the fourth-largest provider of school bus transportation services in North America, conducting operations through local operating subsidiaries. Student Transportation has become a leading school bus transportation company by aggregating operations through the consolidation of existing providers and conversion of in-house operations and currently operates more than 5,000 school vehicles in North America. For more information, please visit www.rideSTA.com
This news release contains "forward-looking statements" within the meaning of applicable securities laws, which reflects the expectations of management regarding STA's results of operations, expense levels, cost of capital, financial leverage, seasonality, cash flows, performance, liquidity, borrowing availability, financial ratios, ability to execute the STA's growth strategy and cash distributions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "track", "targeted", "estimate", "anticipate", "believe", "should", "plans" or "continue" or similar expressions suggesting future outcomes or events. These forward looking statements reflect STA's current expectations regarding anticipated future events, results, circumstances, performance or expectations, which are not historical facts. Forward looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at which or by the performance or results will be achieved. A number of factors could cause our actual results to differ materially from the results discussed, expressed or implied in any forward-looking statement made by us or on our behalf, including, but not limited to the factors discussed under "Risk Factors" in our Annual Information Form. These forward looking statements are made as of the date of this news release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Denis J. Gallagher
Chairman & CEO
Patrick J. Walker
Executive Vice President & CFO