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 Tenders of the securities may be withdrawn at any time at or prior to 5:00 p.m. New York City Time on March 11, 2013 (unless extended) but may not be withdrawn thereafter unless required by applicable law.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.