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 earliest event reported): March 29, 2007
SLM Private Credit Student Loan Trust 2007-A
(Exact name of issuer as specified in its charter)
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DELAWARE | | 333-132315 333-132315-15 | | 57-1176559 |
(State or other jurisdiction | | (Commission File Numbers) | | (I.R.S. employer |
of formation) | | | | Identification No.) |
c/o The Bank of New York (Delaware)
100 White Clay Center
Route 273
Newark, Delaware 19711
(Address of issuer’s principal executive offices)
Issuer’s telephone number including area code:(703) 984-6419
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 (see General Instruction A.2. below);
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Index appears on page 5
ITEM 1.01 Entry into a Material Definitive Agreement.
Closing of SLM Private Credit Student Loan Trust 2007-A.
SLM Private Credit Student Loan Trust 2007-A (the “Trust”) was formed on January 2, 2007 pursuant to the Trust Agreement (the “Trust Agreement”), dated January 2, 2007, among SLM Funding LLC (“SLM Funding”), Chase Bank USA, National Association, not in its individual capacity but solely as trustee (the “Original Trustee”) and The Bank of New York (Delaware), not in its individual capacity but solely as the Delaware Trustee (the “Delaware Trustee”). The Trust Agreement was amended as of March 16, 2007 by the Agreement of Resignation, Appointment and Acceptance pursuant to which The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Trustee”), succeeded the Original Trustee. The Trust Agreement was further amended and restated as of March 29, 2007 (the “Amended and Restated Trust Agreement”).
On March 23, 2007, SLM Funding, SLM Education Credit Finance Corporation (“ECFC”), and SLM Corporation, on the one hand, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and Morgan Stanley & Co. Incorporated on behalf of the Underwriters (the “Underwriters”), on the other, executed and delivered the Underwriting Agreement and the Pricing Agreement relating to the Student Loan-Backed Notes to be issued by the Trust.
On March 29, 2007, SLM Funding, the Trustee and The Bank of New York, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), executed and delivered the Amended and Restated Trust Agreement dated as of March 29, 2007.
In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of March 29, 2007, by and among SLM Funding, The Bank of New York Trust Company, N.A., not in its individual capacity but solely as interim trustee for SLM Funding (the “SLM Funding Interim Trustee”) and ECFC; (b) the Purchase Agreement, dated as of March 29, 2007, by and among VG Funding (“VG Funding”), The Bank of New York Trust Company, N.A., not in its individual capacity but solely as interim trustee for VG Funding (the “VG Funding Interim Trustee”), SLM Funding and the SLM Funding Interim Trustee; (c) the Interim Trust Agreement, dated as of March 29, 2007, by and between SLM Funding and the SLM Funding Interim Trustee; (d) the Interim Trust Agreement, dated as of March 29, 2007, by and between VG Funding and the VG Funding Interim Trustee; (e) the Indenture, dated as of March 29, 2007, by and among the Trust, the Trustee and the Indenture Trustee; (f) the Sale Agreement, dated as of March 29, 2007, by and among the Trust, the Trustee, SLM Funding and the SLM Funding Interim Trustee; (g) the Administration Agreement, dated as of March 29, 2007, by and among the Trust, Sallie Mae, Inc., in its capacity as administrator (the “Administrator”), the Trustee, Sallie Mae, Inc., in its capacity as the servicer (the “Servicer”), SLM Funding and the Indenture Trustee; (h) the Servicing Agreement, dated as of March 29, 2007, by and among the Servicer, the Administrator, the Trust, the Trustee and the Indenture Trustee and (i) the ISDA Master Agreement, the Schedule to the ISDA Master Agreement, the Credit Support Annex to the Schedule to the ISDA Master Agreement, the Disclosure Agreement, and the monthly reset Swap Confirmation, all between the Trust and Credit Suisse International, and all dated March 29, 2007.
On March 29, 2007, the Trust issued $2,239,306,000 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 approximately $2,234,270,052 of student loans.
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