Sallie Mae’s $500 Million Senior Notes Offering and Concurrent Equity Tender Offer

Simpson Thacher represented underwriters and dealer manager in the transaction.

SLM Corporation (“Sallie Mae”) completed its offering of $500 million aggregate principal amount of 4.2% Senior Notes due 2025. J.P. Morgan Securities LLC, RBC Capital Markets, LLC acted as other underwriters.

J.P. Morgan Securities LLC acted as dealer manager in a concurrent tender offer for up to 2,000,000 shares of Sallie Mae’s outstanding Floating Rate Non-Cumulative Preferred Stock, Series B (the “Securities”). Under the tender offer, which expired on November 24, 2020, 1,489,304 Securities were validly tendered and not validly withdrawn. All of the tendered Securities were accepted for purchase pursuant to the tender offer at a price of $45 plus an amount equal to accrued and unpaid dividends.

Sallie Mae used a portion of the net proceeds from the offering of the Senior Notes to fund the tender offer and intends to use the remainder for general corporate purposes, which may include the repayment of debt and future share repurchase programs.

Sallie Mae is the premier financial brand for college and continuous education. Sallie Mae is in the business of building prosperous futures by providing access, planning outcomes, and helping students and families responsibly fund their future.

The Simpson Thacher team included John C. Ericson (Picture), Ben Massey, Clark Warthen and Gianna Ceophas (Capital Markets – Senior Notes); Marisa Stavenas, Lia Toback and Gianna Ceophas (Capital Markets – Tender Offer); Marcy Geller, Jacqueline Clinton and Scott Grundei (Tax); Jennifer Neilsson and Richard Malek (Executive Compensation and Employee Benefits); Melanie Jolson (Intellectual Property); and Jennie Getsin (Blue Sky).

Involved fees earner: Gianna Ceophas – Simpson Thacher & Bartlett; Jacqueline Clinton – Simpson Thacher & Bartlett; John Ericson – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Scott Grundei – Simpson Thacher & Bartlett; Melanie Jolson – Simpson Thacher & Bartlett; Richard Malek – Simpson Thacher & Bartlett; Ben Massey – Simpson Thacher & Bartlett; Jennifer Neilsson – Simpson Thacher & Bartlett; Marisa Stavenas – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; Charles Clark Warthen – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: J.P. Morgan Securities LLC; RBC Capital Markets;

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Author: Ambrogio Visconti