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Sallie Mae Announces Successful Results Of Its $1.2 Billion Cash Tender Offers

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.
               
Title of Security CUSIP No. ISIN

Outstanding Principal Amount

Principal Amount Tendered as of the Expiration Date (1)
 
Any and All Offer
Floating Rate MTN, Series A Due November 1, 2013 78442FBH0 US78442FBH01 $132,505,000 $42,957,000
Floating Rate MTN, Series A Due November 21, 2013 78442FBJ6 US78442FBJ66 $74,701,000 $20,185,000
Floating Rate MTN, Series A Due January 1, 2014 78442FBM9 US78442FBM95 $50,254,000 $13,671,000
Floating Rate MTN, Series A Due January 31, 2014 78442FBS6 US78442FBS65 $132,390,000 $44,701,000
Floating Rate MTN, Series A Due February 1, 2014 78442FBP2 US78442FBP27 $33,792,000 $3,129,000
Floating Rate MTN, Series A Due February 1, 2014 78442FBQ0 US78442FBQ00 $24,914,000 $5,229,000
Floating Rate MTN, Series A Due March 1, 2014 78442FBV9 US78442FBV94 $34,368,000 $7,424,000
Floating Rate MTN, Series A Due April 1, 2014 78442FBY3 US78442FBY34 $39,239,000 $8,176,000
Floating Rate MTN, Series A Due April 1, 2014 78442FCB2 US78442FCB22 $29,789,000 $6,631,000
Floating Rate MTN, Series A Due April 1, 2014 78442FCE6 US78442FCE60 $25,000,000 $5,838,000
Floating Rate MTN, Series A Due April 25, 2014 78442FCC0 US78442FCC05 $14,239,000 $2,381,000
Floating Rate MTN, Series A Due May 1, 2014 78442FCF3 US78442FCF36 $26,200,000 $4,368,000
Floating Rate MTN, Series A Due June 2, 2014 78442FCK2 US78442FCK21 $12,825,000 $3,167,000
Floating Rate MTN, Series A Due June 16, 2014 78442FCL0 US78442FCL04 $30,000,000 $1,635,000
Floating Rate MTN, Series A Due June 23, 2014 78442FCN6 US78442FCN69 $20,767,000 $7,293,000
Floating Rate MTN, Series A Due July 1, 2014 78442FCS5 US78442FCS56 $30,648,000 $10,481,000
Floating Rate MTN, Series A Due July 25, 2014 78442FCT3 US78442FCT30 $127,548,000 $19,167,000
Floating Rate MTN, Series A Due August 11, 2014 78442FCV8 US78442FCV85 $15,442,000 $2,789,000
Floating Rate MTN, Series A Due September 15, 2014 78442FCW6 US78442FCW68 $13,776,000 $2,437,000
Floating Rate MTN, Series A Due October 1, 2014 78442FCY2 US78442FCY25 $70,979,000 $14,192,000
Floating Rate MTN, Series B Due December 15, 2014 78490FRE1 US78490FRE15 $11,211,000 $3,009,000
Waterfall Offer
5.00% MTN, Series A Due October 1, 2013 78442FBG2 US78442FBG28 $1,196,530,000 $213,623,000
Floating Rate MTN, Series A Due January 27, 2014 78442FEF1 US78442FEF18 $749,326,000 $73,031,000
5.375% MTN, Series A Due May 15, 2014 78442FCJ5 US78442FCJ57 $701,135,000 $189,344,000
5.05% MTN, Series A Due November 14, 2014 78442FAE8 US78442FAE88 $466,883,000 $94,948,000
 

(1) Includes securities purchased on the Early Tender Settlement Date.
 

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.

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