Sallie Mae Announces Successful Results of its $1.2B Cash Tender Offers
Sallie Mae (NASDAQ: SLM), the nation's No. 1 financial services company specializing in education, today announced that as of 11:59 p.m. New York City time on March 25, 2013 (the “Expiration Date”), it had received tenders of $228,860,000 for its outstanding Any and All Securities listed in the table below pursuant to its previously announced Any and All Offer and $570,946,000 for its outstanding Waterfall Securities listed in the table below pursuant to its previously announced Waterfall Offer. The maximum aggregate principal amount that could be purchased in the Waterfall Offer was $1.2 billion less the aggregate principal amount of securities purchased in the Any and All Offer, subject to the terms and conditions of the Offer to Purchase, dated February 26, 2013, (the “Offer to Purchase”) and related documents.
A total of $799,806,000 Any and All Securities and Waterfall Securities was tendered in the Offers. Since the aggregate securities tendered is less than $1.2 billion, all securities will be accepted and will not be subject to proration.
According to D.F. King & Co., Inc., the Information Agent and Tender Agent for the Offers, as of the Expiration Date, Sallie Mae received valid tenders of securities subject to the Any and All Offer and the Waterfall Offer as outlined in the table below.
Title of Security CUSIP No. ISIN Outstanding Principal Amount Principal Amount Tendered as of the Expiration Date(1) Any and All Offer Floating Rate MTN, Series A Due November 1, 2013 78442FBH0 US78442FBH01 $132,505,000 $42,957,000 Floating Rate MTN, Series A Due November 21, 2013 78442FBJ6 US78442FBJ66 $74,701,000 $20,185,000 Floating Rate MTN, Series A Due January 1, 2014 78442FBM9 US78442FBM95 $50,254,000 $13,671,000 Floating Rate MTN, Series A Due January 31, 2014 78442FBS6 US78442FBS65 $132,390,000 $44,701,000 Floating Rate MTN, Series A Due February 1, 2014 78442FBP2 US78442FBP27 $33,792,000 $3,129,000 Floating Rate MTN, Series A Due February 1, 2014 78442FBQ0 US78442FBQ00 $24,914,000 $5,229,000 Floating Rate MTN, Series A Due March 1, 2014 78442FBV9 US78442FBV94 $34,368,000 $7,424,000 Floating Rate MTN, Series A Due April 1, 2014 78442FBY3 US78442FBY34 $39,239,000 $8,176,000 Floating Rate MTN, Series A Due April 1, 2014 78442FCB2 US78442FCB22 $29,789,000 $6,631,000 Floating Rate MTN, Series A Due April 1, 2014 78442FCE6 US78442FCE60 $25,000,000 $5,838,000 Floating Rate MTN, Series A Due April 25, 2014 78442FCC0 US78442FCC05 $14,239,000 $2,381,000 Floating Rate MTN, Series A Due May 1, 2014 78442FCF3 US78442FCF36 $26,200,000 $4,368,000 Floating Rate MTN, Series A Due June 2, 2014 78442FCK2 US78442FCK21 $12,825,000 $3,167,000 Floating Rate MTN, Series A Due June 16, 2014 78442FCL0 US78442FCL04 $30,000,000 $1,635,000 Floating Rate MTN, Series A Due June 23, 2014 78442FCN6 US78442FCN69 $20,767,000 $7,293,000 Floating Rate MTN, Series A Due July 1, 2014 78442FCS5 US78442FCS56 $30,648,000 $10,481,000 Floating Rate MTN, Series A Due July 25, 2014 78442FCT3 US78442FCT30 $127,548,000 $19,167,000 Floating Rate MTN, Series A Due August 11, 2014 78442FCV8 US78442FCV85 $15,442,000 $2,789,000 Floating Rate MTN, Series A Due September 15, 2014 78442FCW6 US78442FCW68 $13,776,000 $2,437,000 Floating Rate MTN, Series A Due October 1, 2014 78442FCY2 US78442FCY25 $70,979,000 $14,192,000 Floating Rate MTN, Series B Due December 15, 2014 78490FRE1 US78490FRE15 $11,211,000 $3,009,000 Waterfall Offer 5.00% MTN, Series A Due October 1, 2013 78442FBG2 US78442FBG28 $1,196,530,000 $213,623,000 Floating Rate MTN, Series A Due January 27, 2014 78442FEF1 US78442FEF18 $749,326,000 $73,031,000 5.375% MTN, Series A Due May 15, 2014 78442FCJ5 US78442FCJ57 $701,135,000 $189,344,000 5.05% MTN, Series A Due November 14, 2014 78442FAE8 US78442FAE88 $466,883,000 $94,948,000 (1) Includes securities purchased on the Early Tender Settlement Date.
Holders who validly tendered and did not withdraw their securities on or prior to the Expiration Date, and whose securities are purchased pursuant to the Offers, will be entitled to receive the Any and All Total Consideration or the Waterfall Total Consideration, each of which includes $30.00 per $1,000.00 principal amount of securities (the “Early Tender Payment”) accepted for purchase, for each series of the Any and All Securities and Waterfall Securities, as applicable.
For securities tendered in the Any and All Offer that were not previously purchased on the Early Tender Settlement Date, which occurred on March 13, 2013, payment will be made on March 27, 2013 (the “Final Settlement Date”). Payment will also be made on the Final Settlement Date for securities accepted for purchase in the Waterfall Offer. In addition to the Any and All Total Consideration or the Waterfall Total Consideration, as applicable, holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the Final Settlement Date.
Sallie Mae has retained BofA Merrill Lynch and Barclays to serve as the Dealer Managers for the Offers. Sallie Mae has also retained D.F. King & Co., Inc. to serve as the Tender Agent and Information Agent. Copies of the Offer to Purchase and Letter of Transmittal can be obtained by contacting the Information Agent at 800-207-3158. Questions regarding the Offers should be directed to BofA Merrill Lynch at 888-292-0070 (toll free) or 980-683-3215 (collect) and Barclays at 800-438-3242 (toll-free) or 212-528-7581 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
This press release is not a tender offer to purchase or a solicitation of acceptance of Offers, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the Offers will be deemed made on behalf of Sallie Mae by BofA Merrill Lynch and Barclays or one or more registered brokers or dealers under the laws of such jurisdiction. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
Sallie Mae (NASDAQ: SLM) is the nation's No. 1 financial services company specializing in education. Celebrating 40 years of making a difference, Sallie Mae continues to turn education dreams into reality for American families, today serving 25 million customers. With products and services that include 529 college savings plans, Upromise rewards, scholarship search and planning tools, education loans, insurance, and online banking, Sallie Mae offers solutions that help families save, plan, and pay for college. Sallie Mae also provides financial services to hundreds of college campuses as well as to federal and state governments. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.
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