Sallie Mae (NASDAQ: SLM), the nation’s No. 1 financial services company
specializing in education, today announced that as of 11:59 p.m. New
York City time on March 25, 2013 (the “Expiration Date”), it had
received tenders of $228,860,000 for its outstanding Any and All
Securities listed in the table below pursuant to its previously
announced Any and All Offer and $570,946,000 for its outstanding
Waterfall Securities listed in the table below pursuant to its
previously announced Waterfall Offer. The maximum aggregate principal
amount that could be purchased in the Waterfall Offer was $1.2 billion
less the aggregate principal amount of securities purchased in the Any
and All Offer, subject to the terms and conditions of the Offer to
Purchase, dated February 26, 2013, (the “Offer to Purchase”) and related
documents.
A total of $799,806,000 Any and All Securities and Waterfall Securities
was tendered in the Offers. Since the aggregate securities tendered is
less than $1.2 billion, all securities will be accepted and will not be
subject to proration.
According to D.F. King & Co., Inc., the Information Agent and Tender
Agent for the Offers, as of the Expiration Date, Sallie Mae received
valid tenders of securities subject to the Any and All Offer and the
Waterfall Offer as outlined in the table below.
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Title of Security
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CUSIP No.
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ISIN
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Outstanding Principal Amount
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Principal Amount Tendered as of the
Expiration Date(1)
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Any and All Offer
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Floating Rate MTN, Series A Due November 1, 2013
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78442FBH0
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US78442FBH01
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$132,505,000
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$42,957,000
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Floating Rate MTN, Series A Due November 21, 2013
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78442FBJ6
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US78442FBJ66
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$74,701,000
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$20,185,000
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Floating Rate MTN, Series A Due January 1, 2014
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78442FBM9
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US78442FBM95
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$50,254,000
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$13,671,000
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Floating Rate MTN, Series A Due January 31, 2014
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78442FBS6
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US78442FBS65
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$132,390,000
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$44,701,000
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Floating Rate MTN, Series A Due February 1, 2014
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78442FBP2
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US78442FBP27
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$33,792,000
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$3,129,000
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Floating Rate MTN, Series A Due February 1, 2014
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78442FBQ0
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US78442FBQ00
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$24,914,000
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$5,229,000
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Floating Rate MTN, Series A Due March 1, 2014
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78442FBV9
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US78442FBV94
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$34,368,000
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$7,424,000
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Floating Rate MTN, Series A Due April 1, 2014
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78442FBY3
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US78442FBY34
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$39,239,000
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$8,176,000
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Floating Rate MTN, Series A Due April 1, 2014
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78442FCB2
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US78442FCB22
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$29,789,000
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$6,631,000
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Floating Rate MTN, Series A Due April 1, 2014
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78442FCE6
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US78442FCE60
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$25,000,000
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$5,838,000
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Floating Rate MTN, Series A Due April 25, 2014
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78442FCC0
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US78442FCC05
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$14,239,000
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$2,381,000
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Floating Rate MTN, Series A Due May 1, 2014
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78442FCF3
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US78442FCF36
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$26,200,000
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$4,368,000
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Floating Rate MTN, Series A Due June 2, 2014
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78442FCK2
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US78442FCK21
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$12,825,000
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$3,167,000
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Floating Rate MTN, Series A Due June 16, 2014
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78442FCL0
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US78442FCL04
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$30,000,000
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$1,635,000
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Floating Rate MTN, Series A Due June 23, 2014
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78442FCN6
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US78442FCN69
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$20,767,000
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$7,293,000
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Floating Rate MTN, Series A Due July 1, 2014
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78442FCS5
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US78442FCS56
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$30,648,000
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$10,481,000
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Floating Rate MTN, Series A Due July 25, 2014
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78442FCT3
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US78442FCT30
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$127,548,000
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$19,167,000
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Floating Rate MTN, Series A Due August 11, 2014
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78442FCV8
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US78442FCV85
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$15,442,000
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$2,789,000
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Floating Rate MTN, Series A Due September 15, 2014
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78442FCW6
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US78442FCW68
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$13,776,000
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$2,437,000
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Floating Rate MTN, Series A Due October 1, 2014
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78442FCY2
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US78442FCY25
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$70,979,000
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$14,192,000
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Floating Rate MTN, Series B Due December 15, 2014
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78490FRE1
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US78490FRE15
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$11,211,000
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$3,009,000
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Waterfall Offer
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5.00% MTN, Series A Due October 1, 2013
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78442FBG2
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US78442FBG28
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$1,196,530,000
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$213,623,000
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Floating Rate MTN, Series A Due January 27, 2014
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78442FEF1
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US78442FEF18
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$749,326,000
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$73,031,000
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5.375% MTN, Series A Due May 15, 2014
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78442FCJ5
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US78442FCJ57
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$701,135,000
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$189,344,000
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5.05% MTN, Series A Due November 14, 2014
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78442FAE8
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US78442FAE88
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$466,883,000
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$94,948,000
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(1) Includes securities purchased on the Early Tender Settlement
Date.
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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 Offers, will be entitled to receive the Any and All
Total Consideration or the Waterfall Total Consideration, each of which
includes $30.00 per $1,000.00 principal amount of securities (the “Early
Tender Payment”) accepted for purchase, for each series of the Any and
All Securities and Waterfall 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 13, 2013, payment will be made on March 27, 2013 (the “Final
Settlement Date”). Payment will also be made on the Final Settlement
Date for securities accepted for purchase in the Waterfall Offer. In
addition to the Any and All Total Consideration or the Waterfall Total
Consideration, as applicable, holders will also receive accrued and
unpaid interest from the last interest payment date to, but not
including, the Final Settlement Date.
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.