RESTON, Va., Sept. 16, 2009—SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, today announced that, as of 5 p.m. EDT, on Sept. 15, 2009 (the Early Participation Date), it has received tenders of $1,240,329,000 for Sallie Mae’s outstanding LIBOR Floating Rate Medium Term Notes, Series A Due 2010 and 4.50% Medium Term Notes, Series A Due 2010 (the Notes), pursuant to its previously announced $1 billion modified “Dutch Auction” cash tender offer (the Tender Offer).
Sallie Mae also announced today that it is raising the tender cap from $1 billion to $1,240,329,000. Neither the Withdrawal Date nor the withdrawal rights have been extended as a result of this increase. Since the tender cap has been reached by the Early Participation Date, Sallie Mae has elected to exercise its option not to accept any additional tenders from holders of the Notes during the period remaining until the Expiration Date, as described in the Offer to Purchase dated Sept. 1, 2009.
According to D.F. King & Co., Inc., the information agent and depositary for the Tender Offer, as of the Early Participation Date, Sallie Mae received valid tender offers from holders of Notes outlined in the table below.
|
Series of Notes |
CUSIP No. |
Outstanding Principal Amount |
Principal Amount Tendered as of the Early Participation Date |
Percent of Outstanding Principal Amount Tendered1 |
Principal Amount Accepted |
Clearing Premium2 |
Total Consideration2 |
|
LIBOR Floating Rate Medium Term Notes, Series A Due 2010 |
78442FEC8 |
$1,938,678,000 |
$772,947,000 |
39.9% |
$772,947,000 |
$40.00 |
$950.00 |
|
4.50% Medium Term Notes, Series A Due 2010 |
78442FDP0 |
$1,195,966,000 |
$467,382,000 |
39.1% |
$467,382,000 |
$40.00 |
$980.00 |
1Rounded to the nearest one tenth of one percent.
2Per $1,000 of principal amount of Notes tendered and validly accepted.
Holders who validly tendered and did not withdraw their Notes on or prior to the Early Participation Date, and whose Notes are purchased pursuant to the Tender Offer, will be entitled to receive the Total Consideration which includes $30.00 per $1,000 principal amount of Notes (the Early Participation Amount) accepted for purchase. The Early Participation Amount was included in the bid price specified by such tendering holders.
Previously tendered Notes cannot be withdrawn after the Withdrawal Date, which also occurred at 5 p.m. EDT, on Sept. 15, 2009. The Tender Offer will expire at midnight EDT, on Sept. 29, 2009, unless extended (the Expiration Date) and is expected to settle on Sept. 30, 2009.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any Notes. The tender offer is being made solely pursuant to the Offer to Purchase and related documents.
Sallie Mae has retained BofA Merrill Lynch and J.P. Morgan Securities Inc. to act as the dealer managers for the Tender Offer. D.F. King & Co., Inc. is the Information Agent and Depositary for the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact: BofA Merrill Lynch at 888/292-0070 (toll free) or 980/388-4603 (collect) and J.P. Morgan Securities Inc. at 866/834-4666 (toll free) or 212/834-3424 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to the Information Agent at the numbers provided below:
|
The Information Agent for the Tender Offer is:
D.F. KING & CO., INC.
48 Wall Street – 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 207-3158 |
The Depositary Agent for the Tender Offer is:
D.F. KING & CO., INC.
By facsimile:
(For Eligible Institutions only): (212) 809-8839
Confirmation: (212) 493-6920
Attn: Elton Bagley |
For more information contact:
Martha Holler (703) 984-5178
Ken Fischbach (703) 984-6310
SLM Corporation (NYSE:
SLM), commonly known as Sallie Mae, is the nation’s leading saving, planning and paying for education company. Sallie Mae’s saving programs, planning resources and financing options have helped more than 31 million people make the investment in higher education. Through its subsidiaries, the company manages $176 billion in education loans and serves 10 million student and parent customers. In addition, the company’s Upromise program has enabled 11 million members to earn more than $525 million in rewards to help pay for college. Its Upromise affiliates also manage more than $23 billion in 529 college-savings plans. Sallie Mae offers services to a range of institutional clients, including colleges and universities, student loan guarantors and state and federal agencies. More information is available at
www.SallieMae.com. SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.