Sallie Mae announces the pricing of its public offerings of common stock and mandatory convertible preferred stock

RESTON, Va., Dec. 27, 2007—SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, today announced the pricing of the public offerings of 101,781,170 shares of its common stock at $19.65 per share and of $1.0 billion aggregate liquidation preference of 7.25% mandatory convertible preferred stock, series C. Each share of mandatory convertible preferred stock, series C, represents a $1,000 liquidation preference and is subject to mandatory conversion on December 15, 2010, into between 41.7188 and 50.8906 shares of Sallie Mae common stock, unless previously converted at the option of the holder. Both offerings are expected to close on December 31, 2007, subject to satisfaction of customary closing conditions.

Sallie Mae has granted the underwriters for the offerings a 30-day option to purchase up to 15,267,176 additional shares of common stock and a 30-day option to purchase up to an additional $150 million aggregate liquidation preference of 7.25% mandatory convertible preferred stock, series C, to cover over-allotments, if any.

As previously announced, the company intends to apply approximately $2.0 billion of the net proceeds from the offerings to physically settle its outstanding equity forward contract, pursuant to which it will effect the repurchase of 44,039,890 shares of common stock deliverable to Sallie Mae under the contract. The dilutive impact of the two offerings will be partially offset by this settlement of the outstanding equity forward contract. Any proceeds remaining after such settlement will be used for general corporate purposes.

UBS Investment Bank and Citi are acting as joint book-running managers for the common stock and mandatory convertible preferred stock offerings. Copies of the prospectus supplements relating to the offerings may be obtained by contacting UBS Investment Bank or Citi as follows: 


UBS Investment Bank
Prospectus Department
299 Park Avenue
New York, N.Y. 10171
888/827-7275

Citi
Brooklyn Army Terminal
140 58th Street
8th Floor
Brooklyn, N.Y. 11220
718/765-6732


Shelf registration statements relating to the shares of common stock and the shares of mandatory convertible preferred stock have previously been filed with, and have been declared effective by, the Securities and Exchange Commission. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the related effective registration statements.


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This press release contains “forward-looking statements” including expectations as to future market share, the success of preferred channel originations and future results. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks include, among others, changes in the terms of student loans and the educational credit marketplace arising from the implementation of applicable laws and regulations, and from changes in such laws and regulations, adverse results in legal disputes, changes in the demand for educational financing or in financing preferences of educational institutions, students and their families, and changes in the general interest rate environment. For more information, see the company’s filings with the Securities and Exchange Commission, including the preliminary prospectus supplements relating to the proposed offerings. All information in this release is as of Dec. 27, 2007. The Company does not undertake any obligation to update or revise these forward looking statements to conform the statement to actual results or changes in the Company’s expectations.

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For more information contact: 
Martha Holler (703) 984-5178 (media)
Steve McGarry (703) 984-6746 (investors)



SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, is the nation’s leading provider of saving- and paying-for-college programs. The company manages nearly $172 billion in education loans and serves 10 million student and parent customers. Through its Upromise affiliates, the company also manages more than $19 billion in 529 college-savings plans, and is a major, private source of college funding contributions in America with 9 million members and $450 million in member rewards. Sallie Mae and its subsidiaries offer debt management services as well as business and technical products to a range of business clients, including higher education institutions, 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.

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SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.