First Student Bidco Inc. and First Transit Parent Inc. Announce Offering of $800.00 Million of Senior Secured Notes in connection with the Acquisition of FirstGroup Investment Corporation and of First Transit, Inc.

CINCINNATI, July 8, 2021 /PRNewswire/ -- First Student Bidco Inc. ("First Student") and First Transit Parent Inc. ("First Transit" and, together with First Student, the "Issuers") announced today the commencement of a private offering of $800.00 million aggregate principal amount of senior secured notes due 2029 (the "Notes"). The Issuers intend to use the net proceeds from the offering of the Notes as part of the financing for the previously-announced acquisition of FirstGroup Investment Corporation ("First Student Target") and First Transit, Inc. ("First Transit Target") led by EQT Infrastructure (the "Acquisition").

Unless the Acquisition is consummated substantially simultaneously with the closing of the offering of the Notes, the proceeds from the offering will be deposited in escrow, with such proceeds to be released to finance the consummation of the Acquisition, subject to the satisfaction of customary conditions. Upon consummation of the Acquisition, First Student will acquire all of the equity interests of First Student Target and First Transit Bidco Inc. ("First Transit Bidco") will acquire all of the equity interests of First Transit Target.

The Issuers are indirect subsidiaries of Recess HoldCo LLC ("Parent"), a direct wholly-owned subsidiary of Recess Intermediate LP ("Holdings"), through certain intermediate holding companies (together with Parent and Holdings, collectively, the "Parent Guarantors").  Prior to the consummation of the Acquisition, the Notes will be guaranteed only by the Parent Guarantors and First Transit Bidco. Upon consummation of the Acquisition, the Notes will be guaranteed on a joint and several basis by the Parent Guarantors, First Transit Bidco and each of Parent's existing and future wholly-owned domestic restricted subsidiaries (other than the Issuers) that will guarantee obligations under the new senior secured credit facilities that will be entered into in connection with the consummation of the Acquisition, and the Notes will be secured on a pari passu basis by the collateral that will secure such new senior secured credit facilities.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in the United States only to investors who are reasonably believed to be "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and, from and after the Acquisition, the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.