ST. LOUIS, Sept. 30, 2011 /PRNewswire/ -- The Higher Education Loan Authority of the State of Missouri (the "Authority") today announced that it has commenced an offer (the "Offer") to purchase for aggregate cash consideration up to $160,000,000 (or such greater or lesser amounts as may be available therefore), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 30, 2011 (the "Offer to Purchase"). The Offer is with respect to the outstanding student loan auction rate bonds listed on the last page hereof (collectively the "Auction Rate Bonds") issued pursuant to the Authority's Eleventh General Student Loan Program Bond Resolution adopted on February 4, 1994 (as amended and supplemented by the First through Thirty-Second Supplemental Resolutions thereto, collectively, the "Resolution") pursuant to which Wells Fargo Bank, National Association acts as trustee (the "Trustee"). All of the consideration available to complete the Offer will consist of available cash on deposit with the Trustee in the funds and accounts under the Resolution.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, the Authority will purchase those Auction Rate Bonds, if any, validly tendered to the Authority and accepted for purchase by the Authority at the price specified by the tendering holder, plus accrued and unpaid interest (other than carry-over interest, if any), in each case as determined in the manner provided in the Offer to Purchase. The Auction Rate Bonds within a series that will be accepted for purchase by the Authority, if any, will generally be selected in order of increasing tender price, beginning with the lowest tender price received with respect to an otherwise qualified tender for such series. As a result, a tendering holder may receive a tender price for its tendered Auction Rate Bonds that is different from the tender price another holder may receive for its tendered Auction Rate Bonds of the same series or another series of Auction Rate Bonds. The Authority will not consider the purchase of Auction Rate Bonds in any series at a tender price which exceeds the maximum price for that series as set forth in the table above.
The Offer will expire at 5:00 p.m., Eastern Time, on October 20, 2011, unless extended or earlier terminated by the Authority (the "Expiration Time"). Tendered Auction Rate Bonds may not be withdrawn. The Authority's obligation to purchase Auction Rate Bonds in the Offer is subject to the terms and conditions set forth in the Offer to Purchase and requires the satisfaction or waiver of a number of conditions specified therein.
The Authority reserves the right to amend, modify or withdraw the Offer at any time, and to reject any tender, in whole or in part, for any reason. The Authority may not purchase all Auction Rate Bonds tendered for purchase pursuant to the Offer. The Auction Rate Bonds to be purchased, if any, will be selected as described in the Offer to Purchase. The Authority will promptly return any Auction Rate Bonds that are not accepted for purchase by the Authority in the Offer.
Auction Rate Bonds may be tendered by transferring Auction Rate Bonds through The Depository Trust Company's Automated Tender Offer Program by following the procedures set forth in detail in the Offer to Purchase.
Morgan Stanley & Co. Incorporated will act as the dealer manager for the tender offer.
Morgan Stanley & Co. LLC
1585 Broadway, 2nd Floor
New York, New York 10036
Attention: MOHELA Tender Offer
Telephone: (212) 761-0925
Telephone: (800) 223-2440 (toll free)
D.F. King & Co., Inc. will act as the information agent and tender agent. Holders or their representatives may request copies of the Offer to Purchase, which contains the full terms and conditions of the Offer, and the related documents, and submit any questions or requests for assistance to:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Elton Bagley
Fax: (212) 809-8838
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Auction Rate Bonds. The Offer may be made solely pursuant to the terms of the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully in its entirety before any decision is made to tender or not tender Auction Rate Bonds pursuant to the Offer or at what price any tender should be made. The Offer is not being made to holders of Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About the Higher Education Loan Authority of the State of Missouri
The Authority is one of the largest student loan companies dedicated to providing excellence in student loan servicing in America and is a leading holder and secondary market of student loans with more than $4 billion in assets. For over 30 years, students, families and schools have come to depend and rely on the Authority to assist them with the servicing needs of their student loans and have come to expect the highest levels of service we have consistently provided to enable them to successfully complete postsecondary educational programs.
Forward-looking statements in this press release, such as the scheduled expiration of the Offer, are based on current expectations. This press release contains forward-looking statements that involve a variety of business risks and other uncertainties that could cause actual results to differ materially. Words such as "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Forward-looking statements speak only as of the date made. There is no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this release or that may be made elsewhere from time to time by, or on behalf of, the Authority.
CUSIP No. (1)
Tax-Exempt Senior Auction Rate Bonds – Maximum Tender Price $950 per $1,000, plus accrued interest
Taxable Senior Auction Rate Bonds – Maximum Tender Price $950 per $1,000, plus accrued interest
Tax-Exempt Subordinate Auction Rate Bonds – Maximum Tender Price $850 per $1,000, plus accrued interest
Taxable Subordinate Auction Rate Bonds – Maximum Tender Price $850 per $1,000, plus accrued interest
(1) CUSIP is a registered trademark of American Bankers Association. Neither the Authority nor the Dealer Manager makes any representation as to, or takes responsibility for, the accuracy of such CUSIP numbers. CUSIP numbers are provided for convenience of reference only.
SOURCE The Higher Education Loan Authority of the State of Missouri