Flowers Fight Saps Sallie

You won't find Sallie Mae (SLM) sending bouquets to its estranged private equity buyers.

Sallie Chairman Albert Lord continued to snipe Thursday at the private equity group led by J.C. Flowers that is trying to walk away from a $60-a-share deal to take the student lender private. Lord said Sallie's soft third-quarter numbers reflect the energy the Reston, Va., company has spent battling with Flowers and his backers at Bank of America (BAC) and J.P. Morgan (JPM).

"It's costing us earnings momentum," Lord said on an earnings conference call.

Lost earnings momentum saw the Reston, Va.-based student lender report a third-quarter loss of $344 million, due to losses in derivatives hedges. The loss translates to 85 cents a share, compared with profit of $263 million, or 60 cents a share, during the same period last year.

Led by Lord, Sallie has been playing hardball with its would-be buyers. It sued them Monday, charging that they have no grounds for failing to complete the $25 billion buyout on terms agreed to in April. Sallie seeks to have the buyers close the deal at the agreed-upon terms -- or pay a $900 million termination fee.

The Flowers group has declined to close the merger at the current terms but has offered to renegotiate at a lower price, based on what it calls the changed economic and legislative environment. Sallie last week rejected an offer featuring $50 a share in cash and up to $10 in warrants.

Observers believe now the earnings report might lend support to the private equity group's claim that Sallie will suffer as much as a 20% hit to its revenues over the next few years. The hit is being ascribed to a law signed last month by President Bush that would trim funding for student lenders.

On the plus side, Sallie said that student loan originations rose 13% from a year ago to $8.9 billion.

The takeover dustup is expected to be a long, drawn-out legal battle centering on what constitutes a material adverse change in Sallie's business. The fight could set precedent for future MAC cases, just as Wall Street banks mull over their options for trimming their bloated loan LBO books.

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