Business & Finance
Business and Finance
Business and Finance
Wed, March 30, 2011 Sallie Mae Announces Successful Cash Tender Offer Results
NEWARK, Del.--([ BUSINESS WIRE ])--Sallie Mae (NYSE: SLM), the nationa™s No. 1 financial services company specializing in education, today announced that, as of 11:59 p.m. New York City time on March 29, 2011 (the aExpiration Datea), it had received tenders of $172,427,000 for its outstanding Any and All Securities listed in the table below pursuant to its previously announced Any and All Offer and $632,963,000 for its outstanding Dutch Auction Securities listed in the table below pursuant to its previously announced Dutch Auction Offer. The maximum aggregate principal amount that could be purchased in the Dutch Auction Offer was $400 million less the aggregate principal amount of securities purchased in the Any and All Offer (the aDutch Auction Capa), subject to the terms and conditions of the Offer to Purchase dated March 2, 2011 (the aOffer to Purchasea) and related documents.
Sallie Mae also announced today that it will increase the Dutch Auction Cap to $292,661,000 to accept an additional $65,088,000 principal amount of Dutch Auction Securities such that any holder tendering at or below the clearing premium (as defined in the Offer to Purchase) will not be subject to proration. The clearing premium for such Dutch Auction Offer was $15.00.
According to D.F. King & Co., Inc., the Information Agent and Depositary for the tender offers, as of the Expiration Date, Sallie Mae received valid tenders of securities subject to the Any and All Offer and the Dutch Auction Offer as outlined in the table below.
| Title of Security | CUSIP | Outstanding | Principal | Percent of | Principal | Clearing | Total | |||||||
| Any and All Offer | ||||||||||||||
| Floating Rate Medium Term Notes, Series A Due January 1, 2014 | 78442FBM9 | $75,000,000 | $24,746,000 | 32.99% | $24,746,000 | N/A | $997.50 | |||||||
| Floating Rate Medium Term Notes, Series A Due February 1, 2014 | 78442FBP2 | $53,212,000 | $19,420,000 | 36.50% | $19,420,000 | N/A | $995.00 | |||||||
| Floating Rate Medium Term Notes, Series A Due April 1, 2014 | 78442FCB2 | $52,524,000 | $22,735,000 | 43.28% | $22,735,000 | N/A | $977.50 | |||||||
| Floating Rate Medium Term Notes, Series A Due May 1, 2014 | 78442FCF3 | $35,000,000 | $8,800,000 | 25.14% | $8,800,000 | N/A | $975.00 | |||||||
| Floating Rate Medium Term Notes, Series A Due July 1, 2014 | 78442FCS5 | $50,000,000 | $19,352,000 | 38.70% | $19,352,000 | N/A | $972.50 | |||||||
| Floating Rate Medium Term Notes, Series A Due August 11, 2014 | 78442FCV8 | $25,000,000 | $9,558,000 | 38.23% | $9,558,000 | N/A | $982.50 | |||||||
| Floating Rate Medium Term Notes, Series A Due September 15, 2014 | 78442FCW6 | $21,386,000 | $7,610,000 | 35.58% | $7,610,000 | N/A | $950.00 | |||||||
| Floating Rate Medium Term Notes, Series A Due October 1, 2014 | 78442FCY2 | $100,430,000 | $29,451,000 | 29.32% | $29,451,000 | N/A | $955.00 | |||||||
| Floating Rate Medium Term Notes, Series A Due December 15, 2014 | 78442FDB1 | $37,960,000 | $30,755,000 | 81.02% | $30,755,000 | N/A | $965.00 | |||||||
| Dutch Auction Offer | ||||||||||||||
| Floating Rate Medium Term Notes, Series A Due 2014 | 78442FEF1 | $796,393,000 | $170,755,000 | 21.44% | $47,067,000 | $15.00 | $950.00 | |||||||
| 5.375% Medium Term Notes, Series A Due 2014 | 78442FCJ5 | $919,930,000 | $369,819,000 | 40.20% | $218,795,000 | $15.00 | $1,047.50 | |||||||
| 5.05% Medium Term Notes, Series A Due 2014 | 78442FAE8 | $493,682,000 | $92,389,000 | 18.71% | $26,799,000 | $15.00 | $1,025.00 | |||||||
| (1) Rounded to the nearest one hundredth of one percent. | ||||||||||||||
| (2) Per $1,000 principal amount of securities accepted for purchase. | ||||||||||||||
| (3) Includes the Early Tender Payment. | ||||||||||||||
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 tender offers, will be entitled to receive the Any and All Total Consideration or the Dutch Auction Total Consideration, each of which includes $30.00 per $1,000.00 principal amount of securities (the aEarly Tender Paymenta) accepted for purchase, for each series of the Any and All Securities and Dutch Auction 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 17, 2011, payment will be made on March 31, 2011 (the aFinal Settlement Datea). Payment will also be made on the Final Settlement Date for securities accepted for purchase in the Dutch Auction Offer. In addition to the Any and All Total Consideration or the Dutch Auction Total Consideration, as applicable, holders will also receive accrued and unpaid interest to but not including the Final Settlement Date.
Sallie Mae has retained BofA Merrill Lynch and Barclays Capital to serve as the Dealer Managers for the tender offers. Sallie Mae has also retained D.F. King & Co., Inc. to serve as the Depositary 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 tender offers should be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect) and Barclays Capital 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 a tender offer, 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 tender offers will be deemed made on behalf of Sallie Mae by BofA Merrill Lynch and Barclays Capital or one or more registered brokers or dealers under the laws of such jurisdiction. The tender 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 (NYSE: SLM) is the nationa™s No. 1 financial services company specializing in education. Serving 23 million customers, Sallie Mae offers innovative savings tools, tuition payment plans and education loans that promote responsible financial habits and reward success. The company manages or services $235 billion in education loans and administers $35 billion in 529 college savings plans. Members of its Upromise college savings rewards program have earned $600 million to help pay for college. Sallie Mae is also one of the leading financial service providers for universities and governments at all levels. More information is available at [ www.SallieMae.com ]. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.
