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): December 6, 2007
SLM Student Loan Trust 2007-8
(Exact name of issuer as specified in its charter)
| DELAWARE | 333-141930/ 333-141930-04 | 61-1466416 | ||
(State or other jurisdiction of formation) | (Commission File Numbers) | (I.R.S. employer Identification No.) |
c/o The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256
(Address of issuer’s principal executive offices)
Issuer’s telephone number including are 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);
| ¨ | 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 Student Loan Trust 2007-8
SLM Student Loan trust 2007-8 was formed on November 1, 2007 pursuant to the Trust Agreement (the “Trust Agreement”), dated November 1, 2007, among SLM Funding LLC (“SLM Funding”), the Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as trustee (the “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 further amended and restated as of December 6, 2007.
On November 26, 2007, SLM Funding, SLM Education Credit Finance Corporation (“ECFC”), and SLM Corporation on the one hand, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets LLC (together, the “Underwriters”), on the other, executed and delivered the Underwriting Agreement relating to the Student Loan-Backed Notes to be issued by the Trust. On November 30, 2007, SLM Funding, ECFC and SLM Corporation on the one hand, and the Underwriters, on the other, executed and delivered the Pricing Agreement relating to the Student Loan-Backed Notes to be issued by the Trust.
On December 6, 2007, SLM Funding, the Trustee, Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) and the Delaware Trustee executed and delivered the Amended and Restated Trust Agreement dated as of December 6, 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 December 6, 2007, by and among SLM Education Credit Finance Corporation (“ECFC”), SLM Funding and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”); (b) the Purchase Agreement, dated as of December 6, 2007, by and among VG Funding LLC (“VG Funding”), The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for VG Funding (the “VG 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 December 6, 2007, by and among Mustang Funding I, LLC (“Mustang Funding I”), The Bank of New York Trust Company, N.A., not in its individual capacity but solely as interim trustee for Mustang Funding I (the “Mustang Funding I Interim Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (d) the Purchase Agreement, dated as of December 6, 2007, by and among Mustang Funding II, LLC (“Mustang Funding II”), The Bank of New York Trust Company, N.A., not in its individual capacity but solely as interim trustee for Mustang Funding II (the “Mustang Funding II Interim Trustee”), SLM Funding , the Interim Eligible Lender Trustee and the Servicer; (e) the Interim Trust Agreement, dated as of December 6, 2007, by and between SLM Funding and the SLM Funding Interim Trustee; (f) the Interim Trust Agreement, dated as of December 6, 2007, by and between VG Funding and the VG Funding Interim Trustee; (g) the Interim Trust Agreement, dated December 6, 2007, by and between Mustang Funding I and the Mustang Funding I Interim Trustee; (h) the Interim Trust Agreement, dated December 6, 2007, by and between Mustang Funding II and the Mustang Funding II Interim Trustee; (i) the Indenture, dated as of December 6, 2007, by and among the Trust, the Trustee and the Indenture Trustee; (j) the Sale Agreement, dated as of December 6, 2007, by and among the Trust, the Trustee, SLM Funding and the SLM Funding Interim Trustee; (k) the Administration Agreement, dated as of December 6, 2007, by and among the Trust, Sallie Mae, Inc., in its capacity as administrator (the “Administrator”), the Trustee, the Servicer, SLM Funding and the Indenture Trustee and (l) the Servicing Agreement, dated as of December 6, 2007, by and among the Servicer, the Administrator, the Trust, the Trustee and the Indenture Trustee.
On December 6, 2007, the Trust issued $1,557,459,000 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 $1,496,955,871.75 of student loans.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits | |
| 1.1 | Underwriting Agreement relating to the Student Loan-Backed Notes, dated November 26, 2007, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 1.2 | Pricing Agreement relating to the Student Loan-Backed Notes, dated November 30, 2007, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of December 6, 2007, by and among SLM Funding, the Trustee, Indenture Trustee and the Delaware Trustee. | |
| 4.2 | SLM Funding Interim Trust Agreement, dated as of December 6, 2007, by and between SLM Funding and the SLM Funding Interim Trustee. | |
| 4.3 | VG Funding Interim Trust Agreement, dated as of December 6, 2007, by and between VG Funding, LLC and the VG Funding Interim Trustee. | |
| 4.4 | Mustang Funding I Interim Trust Agreement, dated as of December 6, 2007 by and between Mustang Funding I, LLC and the Mustang Funding I Interim Trustee. | |
| 4.5 | Mustang Funding II Interim Trust Agreement, dated as of December 6, 2007 by and between Mustang Funding II, LLC and the Mustang Funding II Interim Trustee. | |
| 4.6 | Indenture, dated as of December 6, 2007, by and among the Trust, the Trustee and the Indenture Trustee. | |
| 5.1 | Opinion of Richards, Layton & Finger, P.A. dated December 6, 2007 with respect to due authorization, enforceability and legality of the Notes. | |
| 99.1 | Purchase Agreement, dated as of December 6, 2007, by and among SLM Funding, the SLM Funding Interim Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of December 6, 2007, by and among VG Funding, LLC, the VG Funding Interim Trustee, SLM Funding, the SLM Funding Interim Trustee and the Servicer. | |
| 99.3 | Purchase Agreement, dated as of December 6, 2007, by and among Mustang Funding I, LLC, the Mustang Funding I Interim Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.4 | Purchase Agreement, dated as of December 6, 2007, by and among Mustang Funding II, LLC, the Mustang Funding II Interim Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.5 | Sale Agreement, dated as of December 6, 2007, by and among SLM Funding, the SLM Funding Interim Trustee, the Trustee and the Trust. | |
| 99.6 | Administration Agreement, dated as of December 6, 2007, by and among the Trust, the Administrator, SLM Funding, the Trustee, the Servicer and the Indenture Trustee. | |
| 99.7 | Servicing Agreement, dated as of December 6, 2007, by and among the Servicer, the Administrator, the Trust, the Trustee and the Indenture Trustee. | |
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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.
| Dated: December 7, 2007 | SLM STUDENT LOAN TRUST 2007-8 | |||
| By: SLM FUNDING LLC | ||||
| By: | /s/ MARK L. HELEEN | |||
| Name: | Mark L. Heleen | |||
| Title: | VICE PRESIDENT | |||
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INDEX TO EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits | |
| 1.1 | Underwriting Agreement relating to the Student Loan-Backed Notes, dated November 26, 2007, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 1.2 | Pricing Agreement relating to the Student Loan-Backed Notes, dated November 30, 2007, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of December 6, 2007, by and among SLM Funding, the Trustee, Indenture Trustee and the Delaware Trustee. | |
| 4.2 | SLM Funding Interim Trust Agreement, dated as of December 6, 2007, by and between SLM Funding and the SLM Funding Interim Trustee. | |
| 4.3 | VG Funding Interim Trust Agreement, dated as of December 6, 2007, by and between VG Funding, LLC and the VG Funding Interim Trustee. | |
| 4.4 | Mustang Funding I Interim Trust Agreement, dated as of December 6, 2007 by and between Mustang Funding I, LLC and the Mustang Funding I Interim Trustee. | |
| 4.5 | Mustang Funding II Interim Trust Agreement, dated as of December 6, 2007 by and between Mustang Funding II, LLC and the Mustang Funding II Interim Trustee. | |
| 4.6 | Indenture, dated as of December 6, 2007, by and among the Trust, the Trustee and the Indenture Trustee. | |
| 5.1 | Opinion of Richards, Layton & Finger, P.A. dated December 6, 2007 with respect to due authorization, enforceability and legality of the Notes. | |
| 99.1 | Purchase Agreement, dated as of December 6, 2007, by and among SLM Funding, the SLM Funding Interim Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of December 6, 2007, by and among VG Funding, LLC, the VG Funding Interim Trustee, SLM Funding, the SLM Funding Interim Trustee and the Servicer. | |
| 99.3 | Purchase Agreement, dated as of December 6, 2007, by and among Mustang Funding I, LLC, the Mustang Funding I Interim Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.4 | Purchase Agreement, dated as of December 6, 2007, by and among Mustang Funding II, LLC, the Mustang Funding II Interim Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.5 | Sale Agreement, dated as of December 6, 2007, by and among SLM Funding, the SLM Funding Interim Trustee, the Trustee and the Trust. | |
| 99.6 | Administration Agreement, dated as of December 6, 2007, by and among the Trust, the Administrator, SLM Funding, the Trustee, the Servicer and the Indenture Trustee. | |
| 99.7 | Servicing Agreement, dated as of December 6, 2007, by and among the Servicer, the Administrator, the Trust, the Trustee and the Indenture Trustee. | |
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