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|
|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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