Sallie Mae (NASDAQ: SLM), the nation’s No. 1 financial services company
specializing in education, today announced that it has commenced cash
tender offers to purchase certain of its outstanding securities.
The tender offers consist of separate offers as follows:
-
The Any and All Offer consists of 21 separate offers to purchase any
and all of the outstanding securities, as listed in the table below
(collectively, the “Any and All Offer”); and,
-
The Waterfall Offer consists of four separate offers to purchase,
under certain conditions, up to $1.2 billion less the aggregate
principal amount of securities purchased in the Any and All Offer in
outstanding securities as listed in the table below, using a
“Waterfall” procedure (collectively, the “Waterfall Offer,” and
together with the Any and All Offer, the “Offers”).
The securities and other information related to the Offers are listed in
the following table:
|
Title of Security
|
|
|
CUSIP No.
|
|
|
ISIN
|
|
|
Acceptance
Priority
Level
|
|
|
Outstanding
Principal
Amount
|
|
|
Early
Tender
Payment(1)
|
|
|
Total
Consideration(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Any and All Offer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate MTN, Series A Due November 1, 2013
|
|
|
78442FBH0
|
|
|
US78442FBH01
|
|
|
N/A
|
|
|
$132,505,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due November 21, 2013
|
|
|
78442FBJ6
|
|
|
US78442FBJ66
|
|
|
N/A
|
|
|
$74,701,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due January 1, 2014
|
|
|
78442FBM9
|
|
|
US78442FBM95
|
|
|
N/A
|
|
|
$50,254,000
|
|
|
$30.00
|
|
|
$1,021.25
|
|
Floating Rate MTN, Series A Due January 31, 2014
|
|
|
78442FBS6
|
|
|
US78442FBS65
|
|
|
N/A
|
|
|
$132,390,000
|
|
|
$30.00
|
|
|
$1,021.25
|
|
Floating Rate MTN, Series A Due February 1, 2014
|
|
|
78442FBP2
|
|
|
US78442FBP27
|
|
|
N/A
|
|
|
$33,792,000
|
|
|
$30.00
|
|
|
$1,021.25
|
|
Floating Rate MTN, Series A Due February 1, 2014
|
|
|
78442FBQ0
|
|
|
US78442FBQ00
|
|
|
N/A
|
|
|
$24,914,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due March 1, 2014
|
|
|
78442FBV9
|
|
|
US78442FBV94
|
|
|
N/A
|
|
|
$34,368,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due April 1, 2014
|
|
|
78442FBY3
|
|
|
US78442FBY34
|
|
|
N/A
|
|
|
$39,239,000
|
|
|
$30.00
|
|
|
$1,018.75
|
|
Floating Rate MTN, Series A Due April 1, 2014
|
|
|
78442FCB2
|
|
|
US78442FCB22
|
|
|
N/A
|
|
|
$29,789,000
|
|
|
$30.00
|
|
|
$1,017.50
|
|
Floating Rate MTN, Series A Due April 1, 2014
|
|
|
78442FCE6
|
|
|
US78442FCE60
|
|
|
N/A
|
|
|
$25,000,000
|
|
|
$30.00
|
|
|
$1,017.50
|
|
Floating Rate MTN, Series A Due April 25, 2014
|
|
|
78442FCC0
|
|
|
US78442FCC05
|
|
|
N/A
|
|
|
$14,239,000
|
|
|
$30.00
|
|
|
$990.00
|
|
Floating Rate MTN, Series A Due May 1, 2014
|
|
|
78442FCF3
|
|
|
US78442FCF36
|
|
|
N/A
|
|
|
$26,200,000
|
|
|
$30.00
|
|
|
$1,018.75
|
|
Floating Rate MTN, Series A Due June 2, 2014
|
|
|
78442FCK2
|
|
|
US78442FCK21
|
|
|
N/A
|
|
|
$12,825,000
|
|
|
$30.00
|
|
|
$1,028.75
|
|
Floating Rate MTN, Series A Due June 16, 2014
|
|
|
78442FCL0
|
|
|
US78442FCL04
|
|
|
N/A
|
|
|
$30,000,000
|
|
|
$30.00
|
|
|
$980.00
|
|
Floating Rate MTN, Series A Due June 23, 2014
|
|
|
78442FCN6
|
|
|
US78442FCN69
|
|
|
N/A
|
|
|
$20,767,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due July 1, 2014
|
|
|
78442FCS5
|
|
|
US78442FCS56
|
|
|
N/A
|
|
|
$30,648,000
|
|
|
$30.00
|
|
|
$1,020.00
|
|
Floating Rate MTN, Series A Due July 25, 2014
|
|
|
78442FCT3
|
|
|
US78442FCT30
|
|
|
N/A
|
|
|
$127,548,000
|
|
|
$30.00
|
|
|
$1,027.50
|
|
Floating Rate MTN, Series A Due August 11, 2014
|
|
|
78442FCV8
|
|
|
US78442FCV85
|
|
|
N/A
|
|
|
$15,442,000
|
|
|
$30.00
|
|
|
$1,030.00
|
|
Floating Rate MTN, Series A Due September 15, 2014
|
|
|
78442FCW6
|
|
|
US78442FCW68
|
|
|
N/A
|
|
|
$13,776,000
|
|
|
$30.00
|
|
|
$992.50
|
|
Floating Rate MTN, Series A Due October 1, 2014
|
|
|
78442FCY2
|
|
|
US78442FCY25
|
|
|
N/A
|
|
|
$70,979,000
|
|
|
$30.00
|
|
|
$1,010.00
|
|
Floating Rate MTN, Series B Due December 15, 2014
|
|
|
78490FRE1
|
|
|
US78490FRE15
|
|
|
N/A
|
|
|
$11,211,000
|
|
|
$30.00
|
|
|
$1,027.50
|
|
Waterfall Offer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00% MTN, Series A Due October 1, 2013(3) |
|
|
78442FBG2
|
|
|
US78442FBG28
|
|
|
1
|
|
|
$1,196,530,000
|
|
|
$30.00
|
|
|
$1,021.25
|
|
Floating Rate MTN, Series A Due January 27, 2014(3) |
|
|
78442FEF1
|
|
|
US78442FEF18
|
|
|
2
|
|
|
$749,326,000
|
|
|
$30.00
|
|
|
$993.75
|
|
5.375% MTN, Series A Due May 15, 2014(3) |
|
|
78442FCJ5
|
|
|
US78442FCJ57
|
|
|
3
|
|
|
$701,135,000
|
|
|
$30.00
|
|
|
$1,047.50
|
|
5.05% MTN, Series A Due November 14, 2014(3) |
|
|
78442FAE8
|
|
|
US78442FAE88
|
|
|
4
|
|
|
$466,883,000
|
|
|
$30.00
|
|
|
$1,055.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Per $1,000 principal amount of securities accepted for purchase.
|
|
|
|
|
(2)
|
|
Includes the Early Tender Payment.
|
|
|
|
|
(3)
|
|
If the principal amount of securities tendered in the Offers is
greater than the Waterfall Cap, then the Waterfall Securities (as
defined below) accepted for purchase at the applicable Acceptance
Priority Level (as defined below) will be subject to proration
(rounded downward such that Holders receive Waterfall Securities in
integral multiples of $1,000) and no Waterfall Securities with a
higher numeric Acceptance Priority Level will be purchased, as more
fully described in the Offer to Purchase.
|
|
|
|
|
|
|
|
The Offers are made pursuant to and are subject to the terms and
conditions described in an Offer to Purchase dated February 26, 2013 and
a related Letter of Transmittal. The Offers expire at 11:59 p.m. New
York City Time on March 25, 2013, unless extended or earlier terminated.
Holders of securities must validly tender and not validly withdraw their
securities by 5:00 p.m. New York City Time on March 11, 2013 (unless
extended) to be eligible to receive the applicable total consideration,
which includes an early tender payment of $30 per $1,000 principal
amount of any securities accepted for purchase. Holders of securities
who validly tender their securities after 5:00 p.m. New York City Time
on March 11, 2013 (unless extended) and by the expiration date will only
be eligible to receive the applicable total consideration minus the
early tender payment. Tenders of the securities may be withdrawn at any
time at or prior to 5:00 p.m. New York City Time on March 11, 2013
(unless extended) but may not be withdrawn thereafter unless required by
applicable law.
No Offer is conditioned upon any minimum amount of securities being
tendered or the consummation of any other Offer. Any Offer may be
amended, extended or terminated separately. As of the date of the Offer
to Purchase, the aggregate outstanding principal amount of the
securities subject to the Any and All Offer is $950,587,000, and the
aggregate outstanding principal amount of the securities subject to the
Waterfall Offer is $3,113,874,000 (the “Waterfall Securities”), in each
case excluding securities held by Sallie Mae.
The Waterfall Offer is subject to an aggregate principal purchase limit
of $1,200,000,000 less the aggregate principal amount of securities
purchased in the Any and All Offer (the “Waterfall Cap”). The amount of
each series of securities that will be purchased in connection with the
Waterfall Offer will be based on the Waterfall Cap and the order of
priority for such series of Waterfall Securities set forth in the table
above (the “Acceptance Priority Level”), as more fully described in the
Offer to Purchase.
The Offer to Purchase and related Letter of Transmittal also address
certain U.S. federal income tax consequences. Holders should seek their
own advice based on their particular circumstances from an independent
tax advisor.
Sallie Mae has retained BofA Merrill Lynch and Barclays to serve as the
Dealer Managers for the Offers. Sallie Mae has also retained D.F. King &
Co., Inc. to serve as the Tender Agent 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 Offers should be directed to BofA Merrill Lynch at 888-292-0070
(toll free) or 980-683-3215 (collect) and Barclays 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 Offers, 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 Offers will be deemed made on behalf of Sallie Mae by
BofA Merrill Lynch and Barclays or one or more registered brokers or
dealers under the laws of such jurisdiction. The 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 (NASDAQ: SLM) is the nation’s No. 1 financial services
company specializing in education. Celebrating 40 years of making a
difference, Sallie Mae continues to turn education dreams into reality
for American families, today serving 25 million customers. With products
and services that include 529 college savings plans, Upromise rewards,
scholarship search and planning tools, education loans, insurance, and
online banking, Sallie Mae offers solutions that help families save,
plan, and pay for college. Sallie Mae also provides financial services
to hundreds of college campuses as well as to federal and state
governments. Learn more at SallieMae.com. Commonly known as Sallie Mae,
SLM Corporation and its subsidiaries are not sponsored by or agencies of
the United States of America.
