RESTON, Va., Sept. 1, 2009—SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, today announced that it has commenced a cash tender offer that will be conducted as a modified “Dutch Auction” procedure in accordance with the terms and conditions set forth in the Offer to Purchase dated Sept. 1, 2009. The maximum aggregate principal amount to be purchased will be limited by a tender cap of $1 billion, and will be subject to the terms and conditions of the Offer to Purchase and the related Letter of Transmittal.
The notes subject to purchase and other information relating to the tender offer are listed in the table below.
|
Series of Notes |
CUSIP No. |
Outstanding Principal Amount |
Early Participation Amount(1) |
Total Consideration (Acceptable Bid Price Range)(1)(2) |
|
LIBOR Floating Rate Medium Term Notes, Series A Due 2010 |
78442FEC8 |
$1,938,678,000 |
$30.00 |
$910.00 - $950.00 |
|
4.50% Medium Term Notes, Series A Due 2010 |
78442FDP0 |
$1,195,966,000 |
$30.00 |
$940.00 - $980.00 |
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the $30.00 Early Participation Amount.
The following is a summary of key terms of the tender offer:
- The total consideration payable under the tender offer 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 (including the Early Participation Amount, as described below) equal to $910.00 for the LIBOR Floating Rate Medium Term Notes, Series A Due 2010 and $940.00 for the 4.50% Medium Term Notes, Series A Due 2010, plus a clearing premium not to exceed $40.00 per $1,000 principal amount as to either series of Notes.
- The clearing premium for both series of Notes will be the lowest single premium at which Sallie Mae will be able to accept tendered Notes in the aggregate principal amount of $1 billion 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 is more than $1 billion, then holders of the 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. If on the Early Participation Date (defined below), the aggregate principal amount of Notes validly tendered (and not withdrawn) by Holders reaches the tender cap, then the company reserves the right, at its option, not to accept any additional Notes tendered by holders after the Early Participation Date.
- Notes tendered on or before 5 p.m. EDT on Sept. 15, 2009, unless extended by Sallie Mae (the Early Participation Date), will receive an early participation amount of $30.00 per $1,000 principal amount of Notes validly tendered (the Early Participation Amount). Notes tendered after the Early Participation Date will not be eligible to receive the Early Participation Amount.
- Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased (the Payment Date). The company currently expects the Payment Date to be Sept. 30, 2009.
- The tender offer is scheduled to expire at midnight EDT on Sept. 29, 2009, unless extended or earlier terminated by Sallie Mae.
- Tendered Notes may be withdrawn at any time on or prior to 5 p.m. EDT, on Sept. 15, 2009, unless extended by Sallie Mae (the Withdrawal Date). Notes tendered after the Withdrawal Date may not be withdrawn.
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) 984-5628
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.