Sallie Mae Announces Offers to Purchase up to $1.2 Billion in Securities

NEWARK, Del.--(BUSINESS WIRE)--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.

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.

Sallie Mae has retained BofA Merrill Lynch and Barclays to serve as the Dealer Managers for the Offers. Sallie Mae has also retained D.F. King & Co., Inc. to serve as the Tender Agent and Information Agent. Copies of the Offer to Purchase and Letter of Transmittal can be obtained by contacting the Information Agent at 800-207-3158. Questions regarding the Offers should be directed to BofA Merrill Lynch at 888-292-0070 (toll free) or 980-683-3215 (collect) and Barclays at 800-438-3242 (toll-free) or 212-528-7581 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the offers.

This press release is not a tender offer to purchase or a solicitation of acceptance of Offers, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the Offers will be deemed made on behalf of Sallie Mae by BofA Merrill Lynch and Barclays or one or more registered brokers or dealers under the laws of such jurisdiction. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.

Sallie Mae (NASDAQ: SLM) is the nation’s No. 1 financial services company specializing in education. Celebrating 40 years of making a difference, Sallie Mae continues to turn education dreams into reality for American families, today serving 25 million customers. With products and services that include 529 college savings plans, Upromise rewards, scholarship search and planning tools, education loans, insurance, and online banking, Sallie Mae offers solutions that help families save, plan, and pay for college. Sallie Mae also provides financial services to hundreds of college campuses as well as to federal and state governments. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.