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Sallie Mae Announces Offers To Purchase Up To $1.2 Billion In Securities

Stocks in this article: SLM

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.

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