SLM · SLM Corporation

SLM Corporation completed a significant debt refinancing transaction by closing a $500 million senior notes offering on May 15, 2026, following the underwriting agreement signed on May 6, 2026 with J.P. Morgan Securities LLC and Barclays Capital Inc. as representatives. The notes carry a fixed coupon of 6.495% payable semi-annually through May 15, 2031, transitioning to a floating rate based on the Benchmark (initially Compounded SOFR) plus 271 basis points quarterly thereafter, maturing on May 15, 2032. This structure provides the company with extended maturity while managing near-term debt obligations. The primary use of proceeds is to fund a tender offer for the company's existing 3.125% senior notes due 2026, with any remainder applied to repay outstanding 2026 notes at maturity, enabling satisfaction and discharge of that indenture. Investors benefit from optional redemption flexibility at applicable prices and a change of control repurchase right at 101% of principal plus accrued interest. The issuance under the existing indenture framework with Deutsche Bank National Trust Company, supplemented by the Fifth Supplemental Indenture, ensures legal validity as confirmed by Davis Polk & Wardwell LLP's opinion. This refinancing extends debt maturities and potentially lowers near-term liquidity pressures ahead of the 2026 notes' maturity.