ALEXANDRIA, Va., June 30 /PRNewswire/ -- Student Loan Consolidation Center Student Loan Trust I, a Delaware statutory trust ("SLCC I"), today announced the expiration and final results of its previously announced cash tender offer (the "Tender Offer") to purchase up to $450,000,000 aggregate principal amount of its outstanding Auction Rate Student Loan Asset-Backed Notes, Senior Series 2002A and 2002-2A (the "Notes"). The Tender Offer expired at 11:59 p.m. (Eastern Time) on June 29, 2010 (the "Expiration Time"). The Tender Offer was made pursuant to the Offer to Purchase, dated June 2, 2010, as amended by Amendment No. 1 to the Offer to Purchase, dated June 14, 2010 and Amendment No. 2 to the Offer to Purchase, dated June 16, 2010 (the "Offer to Purchase"), and the related Amended and Restated Letter of Transmittal.
Based on information provided by the depositary for the Tender Offer, $71,600,000 in aggregate principal amount of Notes were validly tendered and not withdrawn in the Tender Offer. The "Tender Offer Consideration" payable in the Tender Offer for each $50,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the terms of the Tender Offer was determined pursuant to a "Dutch Auction" procedure in accordance with the terms set forth in the Offer to Purchase. Under the "Dutch Auction" procedure, each holder that tendered Notes in the Tender Offer specified a "Bid Price," within a range of $41,500 to $44,500 per $50,000 principal amount of Notes, which represented the minimum consideration such holder was willing to receive for those Notes. Holders who tendered Notes without specifying a Bid Price were deemed to have specified $41,500 per $50,000 principal amount of Notes. Notes validly tendered at the lowest Bid Price were accepted by SLCC I first, and SLCC I continued to accept Notes at the specified Bid Price in ascending order of such Bid Prices, subject to the limitations described below.
As described in the Offer to Purchase, SLCC I funded up to the first approximately $45,000,000 in Tender Offer Consideration for Notes purchased pursuant to the Tender Offer using funds available from the SLCC I Surplus Fund (as defined in the Indenture for the Notes) (the "Additional Funds"). SLCC I's obligation to purchase Notes tendered pursuant to the Tender Offer in excess of such amount in aggregate Tender Offer Consideration was conditioned, among other things, on SLCC I having closed and received the net proceeds from an offering of its Series 2010-2 Notes on commercially reasonable terms sufficient to fund the purchase of such Notes in excess of such amount in aggregate Tender Offer Consideration. As of the Expiration Time, this condition was not satisfied as SLCC I determined that such financing was not available on commercially reasonable terms.
Accordingly, pursuant to the terms of the Tender Offer, SLCC I purchased the principal amount of Notes tendered pursuant to the Tender Offer that could be purchased using the Additional Funds. In accordance with the terms and conditions of the Tender Offer and based on the count by the depositary for the Tender Offer, SLCC I accepted for purchase $50,000,000 aggregate principal amount of Notes. Notes tendered by holders at the highest price at which SLCC I accepted Notes for purchase in the Tender Offer were accepted for purchase by SLCC I on a pro rata basis (based on the principal amount of Notes tendered at such price) in order to ensure that the aggregate Tender Offer Consideration paid by SLCC I in the Tender Offer did not exceed the Additional Funds.
In addition, holders that validly tendered and did not withdraw their Notes on or prior to 5:00 p.m., New York City time, on June 22, 2010 (the "Early Tender Deadline") received an "Early Tender Payment" from Route 66 Ventures, LLC (d/b/a Goal Financial) ("Goal") (or one or more of its affiliates) equal to $1,500.00 for each $50,000 principal amount of Notes accepted for purchase in the Tender Offer, in addition to receiving the Tender Offer Consideration applicable to such holder from SLCC I. Holders that validly tendered their Notes after the Early Tender Deadline and prior to the Expiration Time did not receive the Early Tender Payment for such Notes.
All Notes purchased in the Tender Offer will be retired. Any Notes that were tendered but not accepted for purchase will be promptly returned to the tendering holders at SLCC I's expense and will remain outstanding.
SLCC I deposited with the Depositary Trust Company on June 30, 2010 (the "Settlement Date") the amount of cash necessary to pay for all Notes that were accepted for purchase in the Tender Offer, which payment included accrued and unpaid interest to, but not including, the Settlement Date.
SLCC I retained Barclays Capital Inc. to act as the dealer manager for the Tender Offer. Questions related to the terms of the Tender Offer should be directed to Barclays Capital at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Global Bondholder Services Corporation served as the information agent and depositary.
This press release is for information purposes only. This press release is not an offer to purchase, an offer to sell, a solicitation of an offer to purchase or a solicitation of an offer to sell any of the Notes or any other security. The Tender Offer was made only by and pursuant to the terms of the Offer to Purchase and the related Amended and Restated Letter of Transmittal. The Tender Offer was not being made to holders of Notes 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. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of SLCC I by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-looking statements in this release are based on current expectations. Forward-looking statements are made in this release and in certain of the publicly available information relating to the Notes and SLCC I that are based on current expectations, estimates, beliefs, assumptions and projections.
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, SLCC I.
SOURCE Student Loan Consolidation Center Student Loan Trust I