8-K 1 slm20125_39944-form8k.htm CURRENT REPORT slm20125_39944-form8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
Date of Report (Date of Earliest Event Reported):
  
July 19, 2012

SLM Student Loan Trust 2012-5
________________________________________
(Exact name of issuer as specified in its charter)

SLM Funding LLC
(Exact name of Depositor as specified in its charter)

Sallie Mae, Inc.
(Exact name of Sponsor as specified in its charter)
 
     
Delaware
333-166301
333-166301-08
04-3480392
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification Number)
  
    
 
c/o Deutsche Bank Trust Company Americas
60 Wall Street, 27th Floor
Mailstop NYC60 2720
New York, New York 10005 
  
 
_________________________________
(Address of principal executive offices) 
  

     
Issuer’s telephone number, including area code:
  
703 984-5858
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01                 Entry into a Material Definitive Agreement.

Closing of SLM Student Loan Trust 2012-5.
 
SLM Student Loan Trust 2012-5 (the “Trust”) was formed on June 4, 2012 pursuant to the Trust Agreement (the “Trust Agreement”), dated as of June 4, 2012, among SLM Funding LLC (“SLM Funding”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as the eligible lender trustee (the “Eligible Lender Trustee”) and Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as the Delaware trustee (the “Delaware Trustee”). The Trust Agreement was amended and restated as of July 19, 2012 pursuant to the Amended and Restated Trust Agreement by and among SLM Funding, the Eligible Lender Trustee, Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”) and the Delaware Trustee.
 
On July 9, 2012, SLM Funding, SLM Education Credit Finance Corporation (“ECFC”) and SLM Corporation on the one hand, and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”), each on behalf of itself on the other, executed and delivered the Underwriting Agreement relating to the Student Loan-Backed Notes (the “Notes”) to be issued by the Trust.  On July 11, 2012, SLM Funding, ECFC and SLM Corporation on the one hand, and the Representatives, each on behalf of itself on the other, executed and delivered the Pricing Agreement relating to the Notes.
 
In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of July 19, 2012, by and among SLM Funding, ECFC and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as interim eligible lender trustee for the benefit of SLM Funding (the “Interim Eligible Lender Trustee”); (b) the Purchase Agreement, dated as of July 19, 2012, by and among Bluemont Funding LLC (“Bluemont Funding”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as interim eligible lender trustee for Bluemont Funding (the “Bluemont Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and Sallie Mae, Inc., as the servicer (the “Servicer”); (c) the Purchase Agreement, dated as of July 19, 2012, by and among Town Center Funding LLC (“Town Center Funding”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as interim eligible lender trustee for Town Center Funding (the “Town Center Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (d) the Purchase Agreement, dated as of July 19, 2012, by and among Town Hall Funding LLC (“Town Hall Funding”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as interim eligible lender trustee for Town Hall Funding (the “Town Hall Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (e) the Purchase Agreement, dated as of July 19, 2012, by and among VL Funding LLC (“VL Funding”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as interim eligible lender trustee for VL Funding (the “VL Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (f) the Interim Trust Agreement, dated as of July 19, 2012, by and between SLM Funding and the Interim Eligible Lender Trustee; (g) the Interim Trust Agreement, dated as of July 19, 2012, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee; (h) the Interim Trust Agreement, dated as of July 19, 2012, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee; (i) the Interim Trust Agreement, dated as of July 19, 2012, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee; (j) the Interim Trust Agreement, dated as of July 19, 2012, by and between VL Funding and the VL Funding Eligible Lender Trustee; (k) the Indenture, dated as of July 19, 2012, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee; (l) the Sale Agreement, dated as of July 19, 2012, by and among the Trust, the Eligible Lender Trustee, SLM Funding and the Interim Eligible Lender Trustee; (m) the Administration Agreement, dated as of July 19, 2012, by and among the Trust, Sallie Mae, Inc., in its capacity as administrator (the “Administrator”), the Eligible Lender Trustee, the Servicer, SLM Funding and the Indenture Trustee; and (n) the Servicing Agreement, dated as of July 19, 2012, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
 
On July 19, 2012, the Trust issued $1,251,800,000 of its Student Loan-Backed Notes.
 
Item 2.01                 Completion of Acquisition or Disposition of Assets.
 
The Trust used the net proceeds of these notes to purchase the student loans.
 

 
 
 

 
Item 9.01 Financial Statements and Exhibits
 
(c)
Exhibits
1.1
Underwriting Agreement relating to the Notes, dated July 9, 2012, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
 
1.2
Pricing Agreement relating to the Notes, dated July 11, 2012, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
 
4.1
Amended and Restated Trust Agreement, dated as of July 19, 2012, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee.
 
4.2
SLM Funding Interim Trust Agreement, dated as of July 19, 2012, by and between SLM Funding and the Interim Eligible Lender Trustee.
 
4.3
Bluemont Funding Interim Trust Agreement, dated as of July 19, 2012, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee.
 
4.4
Town Center Interim Trust Agreement, dated as of July 19, 2012, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee.
 
4.5
Town Hall Interim Trust Agreement, dated as of July 19, 2012, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee.
 
4.6
VL Funding Interim Trust Agreement, dated as of July 19, 2012, by and between VL Funding and the VL Funding Eligible Lender Trustee.
 
4.7
Indenture, dated as of July 19, 2012, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
 
5.1*
Opinion of Richards, Layton & Finger, P.A., dated July 19, 2012, with respect to due authorization, enforceability and legality of the Notes.
 
99.1
Purchase Agreement, dated as of July 19, 2012, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC.
 
99.2
Purchase Agreement, dated as of July 19, 2012, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.3
Purchase Agreement, dated as of July 19, 2012, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.4
Purchase Agreement, dated as of July 19, 2012, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.5
Purchase Agreement, dated as of July 19, 2012, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.6
Sale Agreement, dated as of July 19, 2012, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
 
99.7
Administration Agreement, dated as of July 19, 2012, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
 
99.8
Servicing Agreement, dated as of July 19, 2012, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
 
 
*  Previously filed on Form 8-K dated July 19, 2012.


 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
SLM STUDENT LOAN TRUST 2012-5
 
 
By:  SLM Funding LLC
   
   
Dated:  July 19, 2012
By:   /s/  Mark D. Rein                                                        
 
Name:  Mark D. Rein
 
Title:    Vice President
   

 
 
 

 
 
 
 

INDEX TO EXHIBITS


Exhibit
Number
  
Description 
1.1
  
Underwriting Agreement relating to the Notes, dated July 9, 2012, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
 
1.2
  
Pricing Agreement relating to the Notes, dated July 11, 2012, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
 
4.1
  
Amended and Restated Trust Agreement, dated as of July 19, 2012, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee.
 
4.2
  
SLM Funding Interim Trust Agreement, dated as of July 19, 2012, by and between SLM Funding and the Interim Eligible Lender Trustee.
 
4.3
  
Bluemont Funding Interim Trust Agreement, dated as of July 19, 2012, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee.
 
4.4
  
Town Center Interim Trust Agreement, dated as of July 19, 2012, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee.
 
4.5
  
Town Hall Interim Trust Agreement, dated as of July 19, 2012, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee.
 
4.6
  
VL Funding Interim Trust Agreement, dated as of July 19, 2012, by and between VL Funding and the VL Funding Eligible Lender Trustee.
 
4.7
  
Indenture, dated as of July 19, 2012, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
 
5.1*
  
Opinion of Richards, Layton & Finger, P.A., dated July 19, 2012, with respect to due authorization, enforceability and legality of the Notes.
 
99.1
  
Purchase Agreement, dated as of July 19, 2012, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC.
 
99.2
  
Purchase Agreement, dated as of July 19, 2012, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.3
  
Purchase Agreement, dated as of July 19, 2012, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.4
  
Purchase Agreement, dated as of July 19, 2012, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.5
  
Purchase Agreement, dated as of July 19, 2012, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
 
99.6
  
Sale Agreement, dated as of July 19, 2012, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
 
99.7
  
Administration Agreement, dated as of July 19, 2012, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
 
99.8
  
Servicing Agreement, dated as of July 19, 2012, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.

*  Previously filed on Form 8-K dated July 19, 2012.