Brazos Student Finance Corporation Announces Exchange Offer in Respect of
Certain Student Loan Asset-Backed Auction Rate Notes
WACO, Texas, Nov. 12 /PRNewswire/ -- Brazos Student Finance Corporation, a
Texas non-profit corporation (the Corporation), today announced that it has
commenced an offer to exchange new floating rate notes for any and all of the
outstanding student loan asset-backed auction rate notes listed below:
Title of Security CUSIP No.
----------------- ---------
Senior Series 2004A-5 10623PCY4
Senior Series 2004A-6 10623PCZ1
Senior Series 2004A-7 10623PDA5
Senior Series 2004A-8 10623PDB3
Subordinate Series 2004B-1 10623PDC1
Subordinate Series 2004B-2 10623PDD9
The exchange offer will be conducted pursuant to the terms and conditions set
forth in an Exchange Offer Statement dated November 12, 2009 (the Exchange
Offer Statement) and a related Letter of Transmittal.
The exchange offer will expire at 5:00 p.m., New York City time, on December
11, 2009, unless extended or terminated by the Corporation in its sole
discretion. Tenders of the auction rate notes listed above may be made at any
time prior to the expiration of the exchange offer.
Subject to the terms and conditions set forth in the Exchange Offer Statement,
the Corporation is offering, for each $1,000 principal amount of the senior
series auction rate notes listed in the table above that it accepts for
exchange, $1,000 principal amount of new floating rate class A notes, and for
each $1,000 principal amount of subordinate series auction rate notes listed
in the table above that it accepts for exchange, $536 principal amount of new
floating rate class A-S notes and $291 principal amount of new floating rate
class B notes, as further described in the Exchange Offer Statement. The
Corporation also will pay for all such auction rate notes that it accepts for
exchange, cash in an amount equal to accrued but unpaid interest (other than
carry-over interest) to but excluding the settlement date, which is expected
to be the fifth business day following the expiration of the exchange offer.
The new floating rate notes being offered in the exchange will be issued by
the Corporation pursuant to the terms of a new discrete indenture of trust,
with U.S. Bank National Association, as indenture trustee and as eligible
lender trustee. The new floating rate notes will be LIBOR-based notes as
described Exchange Offer Statement. The exchange offer is subject to a number
of conditions that must be satisfied, including the condition that the new
floating rate class A notes and the new floating rate class A-S notes be rated
"AAA" by Fitch Ratings and "Aaa" by Moody's Investors Service, Inc. The new
floating rate class B notes being offered will not be rated by any rating
agency.
The terms and conditions of the exchange offer are set forth in the Exchange
Offer Statement. This announcement is for informational purposes only and is
not an offer to exchange or a solicitation of an offer to exchange any auction
rate notes. The exchange offer is being made solely pursuant to the Exchange
Offer Statement and related documents.
The Corporation has retained Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch & Co.") to act as dealer managers for the exchange offer. Noteholders or
their representatives may request copies of the Exchange Offer Statement and
related documents, and submit any questions or requests for assistance to:
Morgan Stanley
1585 Broadway, 2nd Floor
New York, NY 10036
Attn: Brazos Exchange Offer
Phone: 1-212-761-2604
Phone: 1-800-223-2440 (toll free)
Merrill Lynch & Co.
4 World Financial Center, 11th Floor
New York, NY 10080
Attn: Brazos Exchange Offer
Phone 1-212-449-0520
Noteholders also may obtain the Exchange Offer Statement and related documents
by visiting the Corporation's website at www.brazosgroup.com and clicking on
the link labeled "Brazos Student Finance Corporation."
SOURCE Brazos Student Finance Corporation
Michael Verrechia, +1-212-754-8000 x 433
