KnowledgeFunding Ohio Reaffirms Expiration Date for Offer for Outstanding Student Loan Revenue Bonds

CINCINNATI, May 27 /PRNewswire/ -- KnowledgeFunding Ohio, Inc. (the "Corporation") reaffirmed today the end date of June 3, 2010 at 11:00 a.m., New York City time (the "Expiration Date") for its consent solicitation and cash tender offer (the "Offer") for the following series of its outstanding student loan revenue bonds: Senior Series 2005A1 Bonds, Senior Series 2005A2 Bonds, Senior Series 2005A3 Bonds, and Subordinate Series 2005C1 Bonds, all issued on December 21, 2005 and Senior Series 2006A1 Bonds, Senior Series 2006A2 Bonds, Senior Series 2006 A3 Bonds, and Subordinate Series 2006C1 Bonds, all issued on December 20, 2006 (collectively, the "Bonds").  As previously reported by the Corporation, holders of Bonds may tender them and be eligible to receive an early tender premium until the Expiration Date.

The Offer is made pursuant to the Consent Solicitation Statement and Offer to Purchase (the "Statement"), dated April 12, 2010, that was previously distributed to holders of the Bonds, as previously amended and as amended hereby.  

To purchase the tendered Bonds, the Corporation must receive the consents (by tender or by stand-alone consent) to the proposed amendments to the related Master Trust Indenture of holders of more than $186,300,000 in aggregate principal amount of the Bonds (including holders of more than $164,100,000 in aggregate principal amount of the senior series of Bonds).  As of 5:00 p.m. New York City time on Wednesday, May 26, 2010, the consents of holders of $185,800,000 in aggregate principal amount of senior series of Bonds had been received by the Corporation.  

For the amendments to become effective and the Corporation to accept tendered Bonds for purchase, the Corporation must receive additional consents, whether in connection with tendered Bonds or by stand-alone consents, relating to Bonds in the minimum aggregate principal amount of $600,000 prior to the Expiration Date.

The Corporation and its affiliates reserve the right to purchase, from time to time, Bonds in privately negotiated transactions or otherwise.  Any future purchases may be on the same terms or on terms that are more or less favorable to holders than the terms of the Offer.  Any future purchases by the Corporation or its affiliates will depend on various factors existing at that time.  Any purchase of Bonds by the Corporation or its affiliates could lead to the achievement of the Requisite Consents (as defined in the Statement).

The Corporation also amended the terms of the Offer to permit holders who have previously tendered Bonds or delivered consents to withdraw their tendered Bonds and/or revoke delivered consents until June 1, 2010 at 5:00 p.m., New York City time through ATOP or by contacting the Corporation, respectively.

If the amendments are approved, the Corporation expects that it will be able to purchase, at the prices set forth in the Statement all of the senior series of Bonds and all or a portion of the subordinate series of Bonds that are validly tendered pursuant to the Offer.

Copies of the Statement and any amendments thereto may be obtained by contacting the Information and Tender Agent at the address or telephone number listed herein.  A copy of the proposed amendments to the related Master Trust Indenture is included in the Statement.

Bondholders interested in delivering their consents without tendering bonds should contact Bondholder Communications Group, the Information and Tender Agent for the Offer, at 1-888-385-BOND for the necessary form and instructions.  Bondholders interested in tendering their Bonds should follow the instructions in the Statement.  Questions regarding the Statement should be directed to J.P. Morgan Securities Inc., the Dealer Manager for the Offer, at (212) 834-5435.

Copies of the Statement and the separate consent form may be obtained by contacting:

Information and Tender Agent

Bondholder Communications Group

Attention:  Karen Foster

30 Broad Street, 46th Floor

New York, New York 10004

Telephone toll-free: 1-888-385-BOND (1-888-385-2663)

E-Mail:  [email protected]

Web Site: http://www.bondcom.com/kfo

STATEMENTS IN THE STATEMENT, INCLUDING THOSE CONCERNING THE CORPORATION'S EXPECTATIONS AS TO THE PERFORMANCE OF THE BONDS, TO SELL STUDENT LOANS, ITS ABILITY TO PAY ITS BONDS, AND CERTAIN OTHER INFORMATION, CONSTITUTE FORWARD LOOKING STATEMENTS.  ALL STATEMENTS REGARDING THE CORPORATION'S EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD-LOOKING STATEMENTS. THE WORDS "BELIEVES", "EXPECTS", "PLANS", "INTENDS", "ANTICIPATES" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.  ALTHOUGH THE CORPORATION BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, ACTUAL RESULTS MAY VARY MATERIALLY FROM SUCH EXPECTATIONS.  FOR A DISCUSSION OF THE FACTORS THAT COULD CAUSE THE CORPORATION'S ACTUAL RESULTS TO DIFFER FROM EXPECTATIONS, PLEASE SEE THE SECTION ENTITLED "—RISK FACTORS: CERTAIN SIGNIFICANT CONSIDERATIONS FOR BOND HOLDERS" IN THE STATEMENT.

SOURCE KnowledgeFunding Ohio, Inc.