Sallie Mae extends deadline for notes tendered and announces early results of its Cash Tender Offers

Tuesday, March 15, 2011 8:08 am EDT

Dateline:

RESTON, Va.

Public Company Information:

NYSE:
SLM

RESTON, Va.--(BUSINESS WIRE)--Sallie Mae (NYSE: SLM) today announced that it has elected to extend the deadline, which was previously set at 5:00 p.m. New York City Time on March 15, 2011 (the “Early Tender Deadline”), for which Holders of Any and All Securities are eligible to receive the applicable total consideration, which includes $30.00 per $1,000 principal amount of securities accepted for purchase (the “Any and All Total Consideration”). Holders of Any and All Securities who validly tender their securities after the Early Tender Deadline but on or prior to 11:59 p.m. on March 29, 2011 are now entitled to receive the Any and All Total Consideration.

Sallie Mae today also announced that it has elected to extend the deadline, which was previously set at the Early Tender Deadline, for which Holders of Dutch Auction Securities are eligible to receive the applicable total consideration, which includes $30.00 per $1,000 principal amount of securities accepted for purchase (the “Dutch Auction Total Consideration”). Holders of Dutch Auction Securities who validly tender their securities after the Early Tender Deadline but on or prior to 11:59 p.m. on March 29, 2011 are now eligible to receive the Dutch Auction Total Consideration.

Holders who validly tendered and did not withdraw their securities on or prior to the Early Tender Deadline, and whose securities are accepted for purchase in the Any and All Offer, will be entitled to receive the Any and All Total Consideration, which includes $30.00 per $1,000 principal amount of securities accepted for purchase, on the Early Tender Settlement Date, expected to be March 17, 2011.

As of 5:00 p.m., New York City Time on March15, 2011, Sallie Mae received tenders of securities subject to the Any and All Offer totaling $155,656,000 and tenders of securities subject to the Dutch Auction Offer totaling $584,338,000.

The results are set out in the table below:

Any and All Offer

       

Title of Security

CUSIP Number

Outstanding Principal
Amount

Principal Amount
Tendered by the Early
Tender Deadline

Total Consideration
(Bid Range) (1)(2)

 
Floating Rate Medium Term Notes, Series A Due January 1, 2014 78442FBM9 $75,000,000 $21,978,000 $997.50
Floating Rate Medium Term Notes, Series A Due February 1, 2014 78442FBP2 $53,212,000 $17,605,000 $995.00
Floating Rate Medium Term Notes, Series A Due April 1, 2014 78442FCB2 $52,524,000 $21,697,000 $977.50
Floating Rate Medium Term Notes, Series A Due May 1, 2014 78442FCF3 $35,000,000 $8,592,000 $975.00
Floating Rate Medium Term Notes, Series A Due July 1, 2014 78442FCS5 $50,000,000 $16,587,000 $972.50
Floating Rate Medium Term Notes, Series A Due August 11, 2014 78442FCV8 $25,000,000 $9,239,000 $982.50
Floating Rate Medium Term Notes, Series A Due September 15, 2014 78442FCW6 $21,386,000 $6,956,000 $950.00
Floating Rate Medium Term Notes, Series A Due October 1, 2014 78442FCY2 $100,430,000 $27,337,000 $955.00
Floating Rate Medium Term Notes, Series A Due December 15, 2014 78442FDB1 $37,960,000 $25,665,000 $965.00
 
 

Dutch Auction Offer

Title of Security

CUSIP Number

Outstanding Principal
Amount

Principal Amount
Tendered by the Early
Tender Deadline

Total Consideration
(Bid Range) (1)(2)

 
Floating Rate Medium Term Notes, Series A Due 2014 78442FEF1 $796,393,000 $162,415,000 $935.00- $955.00
5.375% Medium Term Notes, Series A Due 2014 78442FCJ5 $919,930,000 $340,243,000 $1,032.50- $1,052.50
5.05% Medium Term Notes, Series A Due 2014 78442FAE8 $493,682,000 $81,680,000 $1,010.00-$1,030.00

(1) Per $1,000 principal amount of securities accepted for purchase.
(2) Includes the Early Tender Payment.

As set forth in the Offer to Purchase, withdrawal rights for both the Any and All Offer and the Dutch Auction Offer expired at 5:00 p.m. New York City Time on March 15, 2011. Securities tendered pursuant to the tender offers may no longer be withdrawn.

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 (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.

Contact:

Martha Holler 302-283-4036 (media)
Patricia Nash Christel (302) 283-4076 (media)
Steven McGarry (302) 283-4074 (investors)
Joe Fisher (302) 283-4075 (investors)