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Published on 9/1/2009 in the Prospect News Investment Grade Daily.

Sallie Mae begins Dutch auction tender offer for floaters, 4.5% notes

By Angela McDaniels

Tacoma, Wash., Sept. 1 - SLM Corp. (Sallie Mae) has begun a modified Dutch auction tender offer for its $1,938,678,000 outstanding principal amount of Libor floating-rate medium-term notes due 2010, series A, and $1,195,966,000 outstanding principal amount of 4.5% medium-term notes due 2010, series A.

The maximum principal amount of notes to be purchased in the offer is $1 billion, according to a company news release.

The total purchase price per $1,000 principal amount of notes will equal $910 for the floating-rate notes and $940 for the 4.5% notes - in each case including a $30 early participation amount for notes tendered by the early participation date - plus a clearing premium of no more than $40.

Holders will also receive accrued interest up to but excluding the payment date, which is expected to be Sept. 30.

The clearing premium for both series of notes will be the lowest single premium at which Sallie Mae will be able to accept the tendered notes in the total principal amount of $1 billion with bid premiums equal to or less than the clearing premium.

If the total principal amount of notes tendered at or below the clearing premium is more than $1 billion, then holders of the notes tendered at the clearing premium will be subject to proration.

If the total principal amount of notes tendered by the early participation date reaches the tender cap, then the company reserves the right to not accept any additional notes.

The early participation date is 5 p.m. ET on Sept. 15, and the offer will expire at midnight ET on Sept. 29.

Bank of America Merrill Lynch (888 292-0070 or 980 388-4603) and J.P. Morgan Securities Inc. (866 834-4666 or 212 834-3424) are the dealer managers. The information agent is D.F. King & Co., Inc. (banks and brokers call 212 269-5550; others call 800 207-3158).

Sallie Mae provides saving- and paying-for-college programs and is based in Reston, Va.


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