Obligation NaviCorp 6.25% ( US78442FEK03 ) en USD

NaviCorp

100 % ⇌

Etas-Unis

US78442FEK03 ( en USD )

6.25% par an ( paiement semestriel )

25/01/2016 - Obligation échue

Prospectus brochure de l'obligation Navient US78442FEK03 en USD 6.25%, échue

2 000 USD

2 000 000 000 USD

78442FEK0

BB- ( Spéculatif )

Ba3 ( Spéculatif )

Navient est une société américaine de gestion de prêts étudiants et de services financiers aux consommateurs, issue de la scission de Sallie Mae en 2014.

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US78442FEK03, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/01/2016

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US78442FEK03, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US78442FEK03, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
Page 1 of 11
424B2 1 d424b2.htm 424B2

Pricing Supplement No. 2 dated January 11, 2011
Filed under Rule 424(b)(2)
(to Prospectus dated November 20, 2008
File No. 333-155492
and Prospectus Supplement dated March 17, 2010)
SLM Corporation
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue

Principal Amount:
$2,000,000,000
Floating Rate Notes:

Fixed Rate Notes:

Original Issue Date:
January 14, 2011
Closing Date:

January 14, 2011
CUSIP Number:

78442FEK0
Maturity Date:
January 25, 2016
Option to Extend
No
Specified Currency:
U.S. Dollars
Maturity:
Yes

If Yes, Final Maturity

Date:

Redeemable in whole or in part at the
No
Redemption Price:
See "Additional Terms of the Notes Optional Redemption."
option of the Company:

Yes Redemption Dates:
At any time as described in "Additional Terms of the Notes

Optional Redemption."
Repayment at the option of the Holder:
No
Repayment Price:
Not Applicable.

Yes Repayment Dates: Not Applicable.
Repurchase Upon a Change of Control
No

Triggering Event:

Yes

Applicable to Fixed Rate Notes Only:

Interest Rate: 6.250%
Interest Payment Dates:
Each January 25 and
th
July 25th during the term of the Notes,
unless earlier redeemed, beginning July 25, 2011, subject to
adjustment in accordance with the following business day

convention.
Interest Accrual Method: 30/360.
Interest Periods:
From and including the Closing Date or each January 25
th and
July 25th thereafter, as the case may be, to and including the next
succeeding January 24th and July 24th, as the case may be, unless
earlier redeemed, with no adjustment to period end dates for

accrual purposes.
Joint Book-Running Managers

BofA Merrill Lynch
Deutsche Bank Securities
J.P. Morgan
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 2 of 11
Co-Managers

Barclays Capital
Credit Suisse
RBS

January 11, 2011
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
6.250% Medium Term Notes,
Series A, due January 25, 2016
$2,000,000,000
$232,200.00
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 3 of 11

Business Day Convention:
Following Business Day. Unadjusted.

Form:
Book-entry.

Denominations:
$2,000 minimum and integral multiples of $1,000 in excess thereof.

Trustee:
The Bank of New York Mellon, as successor trustee by virtue of a transfer of all or substantially all of the
corporate trust business assets of JPMorgan Chase Bank, National Association, formerly known as
JPMorgan Chase Bank and The Chase Manhattan Bank.

Agents:
The following agents are acting as underwriters in connection with this issuance.

Agents

Principal Amount of Notes
Deutsche Bank Securities Inc.

$
533,334,000.00
J.P. Morgan Securities LLC

533,333,000.00
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

533,333,000.00
Barclays Capital Inc.

133,334,000.00
Credit Suisse Securities (USA) LLC

133,333,000.00
RBS Securities Inc.

133,333,000.00

Total

$
2,000,000,000.00

Issue Price:
98.939%

Agents' Commission:
0.60% (60 bps)

Net Proceeds:
$1,966,780,000

Concession:
0.35% (35 bps)

Reallowance:
0.25% (25 bps)

CUSIP Number:
78442FEK0

ISIN Number:
US78442FEK03
An affiliate of one of the underwriters has entered into a swap transaction in connection with the Notes and may receive compensation for that transaction.

Obligations of SLM Corporation and any subsidiary of SLM Corporation are not guaranteed by the full faith and
credit of the United States of America. Neither SLM Corporation
nor any subsidiary of SLM Corporation is a government-sponsored enterprise
or an instrumentality of the United States of America.

http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 4 of 11

2
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 5 of 11
ADDITIONAL TERMS OF THE NOTES
Optional Redemption
The notes will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of the principal
amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date
of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis
points, plus in each case accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated plus two
others or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their
affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for
redemption.
Repurchase Upon a Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our right, if any, to redeem the notes in full, we will offer (the "Change of Control Offer") to
repurchase any and all of such noteholder's notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a repurchase price in cash equal to 101% of the
aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the "Change of Control Payment").
Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to noteholders, with a copy to the trustee, describing the
transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will
be no less than 30 days and no more than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures described in
such notice.
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 6 of 11
We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering
Event. To the

3
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 7 of 11
extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the notes, we will be required to comply with
the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control repurchase provisions of the notes by
virtue of such conflicts.
We will not be required to offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at
the times and otherwise in compliance with the requirements for an offer made by us and the third party repurchases on the applicable date all notes properly tendered and
not withdrawn under its offer; provided that for all purposes of the notes and the indenture governing the notes, a failure by such third party to comply with the
requirements of such offer and to complete such offer shall be treated as a failure by us to comply with our obligations to offer to purchase the notes unless we promptly
make an offer to repurchase the notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be
no later than 30 days after the third party's scheduled Change of Control Payment Date.
On the Change of Control Payment Date, we will be required, to the extent lawful, to:

· accept or cause a third party to accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

· deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes

properly tendered; and

· deliver or cause to be delivered to the trustee the notes properly accepted, together with an officer's certificate stating the principal amount of notes or

portions of notes being purchased.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of
the properties or assets of SLM Corporation and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all,"
there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we offer to repurchase the notes as a
result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of SLM Corporation and its subsidiaries taken as a whole to another Person (as
defined in the indenture governing the notes) or group may be uncertain.
Additionally, we will not execute any supplemental indenture that would make any change in the terms and conditions of this issuance of notes described above that
would adversely affect the rights of any holder of such notes without the written consent of the holders of a majority in principal amount of the outstanding notes
described above.
For purposes of the foregoing discussion of the applicable Change of Control provisions, the following definitions are applicable:
"Below Investment Grade Rating Event" means the notes cease to have an Investment Grade Rating from at least two of the three Rating Agencies on any date during the
period (the "Trigger Period") commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and
ending 60 days following the consummation of such Change of Control; provided, however, that if (i) during such Trigger Period one or more Rating Agencies has
publicly announced that it is considering the possible downgrade of the notes, and (ii) a downgrade by each of the Rating Agencies that has made such an announcement
would result in a Below Investment Grade Rating Event, then such Trigger Period shall be extended for such time as the rating of the notes by any such Rating Agency
remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a downgrade by such Rating Agency to a
rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event.
"Change of Control" means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of SLM Corporation and its subsidiaries taken as a whole to
any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to SLM Corporation or one of its subsidiaries; (2) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange
Act) other than SLM Corporation or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then-outstanding number of
shares of SLM Corporation's voting stock; (3) SLM Corporation consolidates with, or merges with or into, any "person" (as that term is used in Section 13(d)(3) of the
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 8 of 11
Exchange Act), or any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) consolidates with, or merges with or into, SLM Corporation, in any such
event pursuant to a

4
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 9 of 11
transaction in which any of the outstanding voting stock of SLM Corporation or such other "person" (as that term is used in Section 13(d)(3) of the Exchange Act) is
converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of SLM Corporation outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving "person" (as that term is used in
Section 13(d)(3) of the Exchange Act) immediately after giving effect to such transaction; (4) the first day on which a majority of the members of SLM Corporation's
Board of Directors are not Continuing Directors; or (5) the adoption of a plan relating to the liquidation or dissolution of SLM Corporation; provided, however, that a
transaction will not be deemed to involve a Change of Control if (A) we become a wholly owned subsidiary of a holding company and (B) the holders of the voting stock
of such holding company immediately following that transaction are substantially the same as the holders of SLM Corporation's voting stock immediately prior to that
transaction. For purposes of this definition, "voting stock" means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of SLM Corporation, even if the right to vote has been suspended by the happening
of such a contingency.
"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of SLM Corporation who (1) was a member of the Board of
Directors of SLM Corporation on the date of the issuance of the notes; or (2) was nominated for election or elected to the Board of Directors of SLM Corporation with the
approval of a majority of the Continuing Directors who were members of such Board of Directors of SLM Corporation at the time of such nomination or election (either
by specific vote or by approval of SLM Corporation's proxy statement in which such member was named as a nominee for election as a director).
"Fitch" means Fitch, Inc.
"Investment Grade Rating" means a rating by Moody's equal to or higher than Baa3 (or the equivalent under a successor rating category of Moody's), a rating by S&P
equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), a rating by Fitch equal to or higher than BBB- (or the equivalent under any
successor rating category of Fitch), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us under the
circumstances permitting us to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of "Rating
Agencies".
"Moody's" means Moody's Investors Service, Inc.
"Rating Agencies" means (1) Moody's, S&P and Fitch; and (2) if any or all of Moody's, S&P or Fitch ceases to rate the notes or fails to make a rating of the notes
publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act, that we select (pursuant to a resolution of the SLM Corporation Board of Directors) as a replacement agency for any of Moody's, S&P or Fitch, or all of
them, as the case may be.
"S&P" means Standard & Poor's Ratings Services.

5
http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011

424B2
Page 10 of 11

SLM Corporation

http://www.sec.gov/Archives/edgar/data/1032033/000119312511006813/d424b2.htm
1/13/2011