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THE U.S./
Student Transportation of America Ltd. ("STA Ltd.") and Student Transportation of America ULC ("STA ULC" and, together with STA Ltd., "STA") announced today that it has extended the period for acceptance of its exchange offer dated July 8, 2008 (the "Exchange Offer") by extending the expiration time of the Exchange Offer from 5:00 p.m. (Eastern time) on August 13, 2008 to 5:00 p.m. (Eastern time) on September 4, 2008.
Prior to extending the Exchange Offer, STA has taken up and accepted for payment, all of the subordinated notes of STA ULC ("Notes") validly deposited prior to the extension of the expiration time. Payment for Notes taken up today will be made on or before August 18, 2008.
Under the Exchange Offer, STA is offering holders of Notes, including Notes represented by income participating securities ("IPSs"), 0.76 of a common share of STA Ltd. in exchange for each $3.847 principal amount of Notes (being the principal amount of Notes represented by an IPS).
The Exchange Offer is extended for acceptance until 5:00 p.m. (Eastern time) on Thursday, September 4, 2008, unless the Exchange Offer is further extended or terminated by STA in accordance with the terms of the Exchange Offer. All other terms of the Exchange Offer are unchanged. STA intends to promptly mail a formal notice of extension relating to the extension of the Exchange Offer to Note holders, a copy of which will be available on SEDAR at www.sedar.com. The Exchange Offer circular, which sets forth the terms and conditions of the Exchange Offer, is also available on SEDAR.
THE SECURITIES OFFERED PURSUANT TO THE EXCHANGE OFFER 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.
Profile
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 5,400 school vehicles in North America. For more information, please visit www.rideSTA.com.
Forward-Looking Statements
Certain statements in this news release are "forward-looking statements" within the meaning of applicable securities laws, which reflect the expectations of management including, without limitation, regarding STA's revenues, expense levels, cost of capital, financial leverage, seasonality, liquidity, profitability of new businesses acquired or secured through bids, borrowing availability, ability to renew or refinance various loan facilities as they become due, ability to execute STA's growth strategy and cash distributions, as well as their future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or similar expressions, and the negative forms thereof, suggesting future outcomes or events.
These forward-looking statements reflect STA's current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, 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 or by which, such performance or results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the inability to control our operating expenses, our significant capital expenditures, our reliance on certain key personnel, the possibility that a greater number of our employees will join unions, our acquisition strategy, our inability to achieve our business objectives, significant competition in our industry, rising insurance costs, new governmental laws and regulations, our lack of insurance coverage for certain losses, environmental requirements, seasonality of our industry, our inability to maintain letters of credit and performance bonds and the termination of certain of our contracts for reasons beyond our control. Material factors and assumptions that were relied upon in making the forward-looking statements include the number of Notes acquired pursuant to the Offer, contract and customer retention, current and future expense levels, availability of quality acquisition, bid and conversion opportunities, current borrowing availability and financial ratios, as well as current and historical results of operations and performance. Although the forward-looking statements contained in this news release are based upon what STA believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this news release and STA assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by applicable law.
Legal Notice
Note holders are advised to review the Exchange Offer circular, the notice of extension and any other relevant documents filed with securities regulatory authorities by STA because they will contain important information, including the full details of the Exchange Offer, as extended, and its terms and conditions.
SOURCE: Student Transportation of America Ltd.
SOURCE: Student Transportation of America ULC
Denis J. Gallagher, Chairman and Chief Executive Officer, Phone: (732) 280-4200, Fax: (732) 280-4213; Patrick J. Walker, Chief Financial Officer, Phone: (732) 280-4200, Fax: (732) 280-4213; Keith P. Engelbert, Director of Investor Relations, Phone: (732) 280-4200, Fax: (732) 280-4213, kengelbert@ridesta.com
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