STA and STA ULC Complete IPO

On December 21, 2004, Student Transportation of America Ltd. (STA) and Student Transportation of America ULC (STA ULC) completed an initial public offering of 11,604,140 income participating securities (IPSs). After the over-allotment option was exercised on January 7, 2005 for an additional 1,160,414 IPSs, the total gross proceeds of the offering were $127,645,540. This was the first income securities IPO in Canada where the issuer comprised two separate companies (STA and STA ULC, collectively, the issuer).

In connection with the closing of the offering, STA ULC also completed a private placement of $10 million aggregate principal amount of separate subordinated notes to the Caisse de dépôt et placement du Québec.

The issuer used the proceeds of the offering, together with the proceeds from the separate sale of subordinated notes, to acquire Student Transportation of America Holdings, Inc., which, together with its subsidiaries, is a leading provider of school bus transportation services in the US.

The IPS structure is designed for Canadian investors and provides monthly distributions, similar to those provided by income funds, in the form of dividends on the common share component of each IPS and interest on the note component of each IPS.

The offering was underwritten by a syndicate of underwriters that was led by BMO Nesbitt Burns Inc., and included CIBC World Markets Inc., RBC Dominion Securities Inc., GMP Securities Ltd. and Scotia Capital Inc.

The issuer was represented by Goodmans LLP, with a team that included Stephen Pincus, Bob Vaux, Mark Surchin, Mark Spiro, Thiago Kurtz, Mark Ableman and Piran Thillainathan (corporate/securities) and Jon Northup (tax); by Robert Byrne (general corporate/commercial and secured transactions) of Byrne Law Office; and in the US by Kirkland & Ellis LLP, with a team that included Dennis Myers, Karen Sodke and Rachel Masory (corporate/securities) and Bill Welke and Kevin Coenen (tax).

The underwriters were represented in Canada and the US by Torys LLP, with a team that included Kevin Morris, Adam Armstrong and Andrea Unikowsky (corporate/securities) and Corrado Cardarelli and Ann Marie McGovern (tax) in Toronto, and Darren Baccus (corporate/securities) and Peter Keenan and Gregg Larson (tax) in New York.

Alain Nadon of Miller Thomson Pouliot LLP represented the Caisse on the private placement of separate subordinated notes.