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

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

Business Wire

NEWARK, Del. -- February 26, 2013

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                                     Acceptance     Outstanding        Early           Total
Security    CUSIP No.   ISIN           Priority     Principal        Tender        Consideration^(1)(2)
                                             Level          Amount             Payment^(1)
                                                                                               
Any and
All Offer
Floating
Rate MTN,
Series A      78442FBH0     US78442FBH01     N/A            $132,505,000       $30.00          $1,020.00
Due
November
1, 2013
Floating
Rate MTN,
Series A      78442FBJ6     US78442FBJ66     N/A            $74,701,000        $30.00          $1,020.00
Due
November
21, 2013
Floating
Rate MTN,
Series A      78442FBM9     US78442FBM95     N/A            $50,254,000        $30.00          $1,021.25
Due
January
1, 2014
Floating
Rate MTN,
Series A      78442FBS6     US78442FBS65     N/A            $132,390,000       $30.00          $1,021.25
Due
January
31, 2014
Floating
Rate MTN,
Series A      78442FBP2     US78442FBP27     N/A            $33,792,000        $30.00          $1,021.25
Due
February
1, 2014
Floating
Rate MTN,
Series A      78442FBQ0     US78442FBQ00     N/A            $24,914,000        $30.00          $1,020.00
Due
February
1, 2014
Floating
Rate MTN,
Series A      78442FBV9     US78442FBV94     N/A            $34,368,000        $30.00          $1,020.00
Due March
1, 2014
Floating
Rate MTN,
Series A      78442FBY3     US78442FBY34     N/A            $39,239,000        $30.00          $1,018.75
Due April
1, 2014
Floating
Rate MTN,
Series A      78442FCB2     US78442FCB22     N/A            $29,789,000        $30.00          $1,017.50
Due April
1, 2014
Floating
Rate MTN,
Series A      78442FCE6     US78442FCE60     N/A            $25,000,000        $30.00          $1,017.50
Due April
1, 2014
Floating
Rate MTN,
Series A      78442FCC0     US78442FCC05     N/A            $14,239,000        $30.00          $990.00
Due April
25, 2014
Floating
Rate MTN,
Series A      78442FCF3     US78442FCF36     N/A            $26,200,000        $30.00          $1,018.75
Due May
1, 2014
Floating
Rate MTN,
Series A      78442FCK2     US78442FCK21     N/A            $12,825,000        $30.00          $1,028.75
Due June
2, 2014
Floating
Rate MTN,
Series A      78442FCL0     US78442FCL04     N/A            $30,000,000        $30.00          $980.00
Due June
16, 2014
Floating
Rate MTN,
Series A      78442FCN6     US78442FCN69     N/A            $20,767,000        $30.00          $1,020.00
Due June
23, 2014
Floating
Rate MTN,
Series A      78442FCS5     US78442FCS56     N/A            $30,648,000        $30.00          $1,020.00
Due July
1, 2014
Floating
Rate MTN,
Series A      78442FCT3     US78442FCT30     N/A            $127,548,000       $30.00          $1,027.50
Due July
25, 2014
Floating
Rate MTN,
Series A      78442FCV8     US78442FCV85     N/A            $15,442,000        $30.00          $1,030.00
Due
August
11, 2014
Floating
Rate MTN,
Series A      78442FCW6     US78442FCW68     N/A            $13,776,000        $30.00          $992.50
Due
September
15, 2014
Floating
Rate MTN,
Series A      78442FCY2     US78442FCY25     N/A            $70,979,000        $30.00          $1,010.00
Due
October
1, 2014
Floating
Rate MTN,
Series B      78490FRE1     US78490FRE15     N/A            $11,211,000        $30.00          $1,027.50
Due
December
15, 2014
Waterfall
Offer
5.00%
MTN,
Series A
Due           78442FBG2     US78442FBG28     1              $1,196,530,000     $30.00          $1,021.25
October
1,
2013^(3)
Floating
Rate MTN,
Series A
Due           78442FEF1     US78442FEF18     2              $749,326,000       $30.00          $993.75
January
27,
2014^(3)
5.375%
MTN,
Series A      78442FCJ5     US78442FCJ57     3              $701,135,000       $30.00          $1,047.50
Due May
15,
2014^(3)
5.05%
MTN,
Series A
Due           78442FAE8     US78442FAE88     4              $466,883,000       $30.00          $1,055.00
November
14,
2014^(3)


   (1)  Per $1,000 principal amount of securities accepted for purchase.
      (2)   Includes the Early Tender Payment.
            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
      (3)   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.

Contact:

Sallie Mae
Media
Patricia Nash Christel, 302-283-4076
patricia.christel@SallieMae.com
or
Investors
Joe Fisher, 302-283-4075
joe.fisher@SallieMae.com
or
Steven McGarry, 302-283-4074
steven.j.mcgarry@SallieMae.com