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SLM Corporation Announces Cash Tender Offers for Certain Outstanding Notes

^{Published on 2010-08-26 15:36:41 - Market Wire}
 

RESTON, Va.--([ BUSINESS WIRE ])--SLM Corporation (NYSE:SLM), commonly known as Sallie Mae, today announced that it has commenced two separate modified aDutch Auctiona cash tender offers for its (i) Early 2011 Notes listed in the table below (the aEarly 2011 Offera) and (ii) Late 2011 Notes listed in the table below (the aLate 2011 Offera). The maximum aggregate principal amount to be purchased in each of the Early 2011 Offer and the Late 2011 Offer will be $500,000,000, respectively (the aTender Capsa), subject to the terms and conditions of the Offer to Purchase, dated Aug. 26, 2010 (the "Offer to Purchase") and the related Letter of Transmittal.

The notes subject to purchase and other information relating to the tender offers are listed in the table below.

The following is a summary of key terms of the tender offers:

• The total consideration payable under the tender offers per $1,000 principal amount of notes validly tendered and accepted for purchase by Sallie Mae will be determined based on a formula consisting of a base price equal to (i) $980.00 for the Floating Rate Notes Due March 2011 and (ii) $1,007.50 for the 5.45% Notes Due April 2011, plus a clearing premium not to exceed $10.00 per $1,000 principal amount as to all series of the Early 2011 Notes; and (iii) $945.00 for the Floating Rate Notes Due October 2011 and (iv) $997.50 for the 5.40% Notes Due October 2011, plus a clearing premium not to exceed $20.00 per $1,000 principal amount as to all series of the Late 2011 Notes.
• The clearing premium for all series of notes in each of the Early 2011 Offer and the Late 2011 Offer will be the lowest single premium at which Sallie Mae will be able to accept tendered notes of all series in each such offer in the aggregate principal amount of the applicable Tender Cap with bid premiums equal to or less than the clearing premium. If the aggregate principal amount of notes tendered at or below the clearing premium in either the Early 2011 Offer or the Late 2011 Offer is more than the applicable Tender Cap, then holders of the applicable notes tendered at the clearing premium will be subject to proration (rounded downward such that holders receive notes in integral multiples of $1,000) as described in the Offer to Purchase.
• Accrued and unpaid interest will be paid on all notes validly tendered and accepted for payment in the tender offers from the last interest payment date to, but not including, the date on which the notes are purchased (the aPayment Datea). The company currently expects the Payment Date to be Sept. 27, 2010.
• The tender offers are scheduled to expire at 11:59 p.m., New York City time, on Thursday, Sept. 23, 2010 (the aExpiration Datea), unless extended or earlier terminated by Sallie Mae.
• Tendered notes may be withdrawn at any time on or prior to 11:59 p.m., New York City time, on Thursday, Sept. 23, 2010, unless extended by Sallie Mae.

Offer and Distribution Restrictions in Europe

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer to Purchase comes are required by us and each of the Dealer Managers and the Depositary to inform themselves about and to observe any such restrictions. Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell the notes (and tenders of notes in the tender offers will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require theoffers to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such offer shall be deemed to be made by such Dealer Manager in such jurisdictions.

Italy

The tender offers are not being made, directly or indirectly, in the Republic of Italy ("Italy"). The tender offers and the Offer to Purchase have not been submitted to the clearance procedures of the Commissione Nazionale per le Societ e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders are notified that, to the extent holders are located or reside in Italy, the tender offers are not available to them and they may not tender notes in the tender offers and, as such, any instructions received from such persons shall be ineffective and void, and neither the Offer to Purchase nor any other documents or materials relating to the tender offers or the notes may be distributed or made available in Italy.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the tender offers are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to (i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (iii) persons falling within Article 43(2) of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content. Any investment or investment activity to which these documents or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. The documents and materials and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

Belgium

Neither the Offer to Purchase nor any other documents or materials relating to the tender offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financire et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the tender offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the tender offers may not be advertised and the tender offers will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the tender offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the tender offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France

The tender offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Offer to Purchase nor any other document or material relating to the tender offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifi©s), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code mon©taire et financier, are eligible to participate in the tender offers. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorit© des March©s Financiers.

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 offers are being made solely pursuant to the Offer to Purchase and related documents.

Sallie Mae has retained BofA Merrill Lynch and Deutsche Bank Securities to act as the Dealer Managers for the tender offers. D.F. King & Co., Inc. is the Information Agent and Depositary for the tender offers.

For additional information regarding the terms of the tender offers, please contact: BofA Merrill Lynch at 888/292-0070 (toll free) or 980/388-4603 (collect) and/or Deutsche Bank Securities at 866/627-0391 (toll free) or 212/250-2955 (collect). Requests for documents and questions regarding the tendering of notes may be directed to the Information Agent at the numbers provided below:

SLM Corporation (NYSE:SLM), commonly known as Sallie Mae, is the nationa™s leading saving, planning and paying for education company. Sallie Maea™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 $184 billion in education loans and serves 10 million student and parent customers. In addition, the companya™s Upromise program has enabled 12 million members to earn more than $550 million in rewards to help pay for college. Its Upromise affiliates also manage more than $26 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.