Obligation NaviCorp 3.875% ( US78442FEP99 ) en USD

NaviCorp

100 % ⇌

Etas-Unis

US78442FEP99 ( en USD )

3.875% par an ( paiement semestriel )

10/09/2015 - Obligation échue

Prospectus brochure de l'obligation Navient US78442FEP99 en USD 3.875%, échue

2 000 USD

800 000 000 USD

78442FEP9

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 US78442FEP99, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/09/2015

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US78442FEP99, 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 US78442FEP99, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424(B)(2)
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424B2 1 d407925d424b2.htm 424(B)(2)
Pricing Supplement No. 3 dated September 5, 2012
Filed under Rule 424(b)(2)
(to Prospectus dated November 21, 2011
File No. 333-178087
and Prospectus Supplement dated January 24, 2012)

SLM Corporation
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue

Principal Amount: $300,000,000
Floating Rate Notes: ¨
Fixed Rate Notes: x
Original Issue Date: September 12, 2012
Closing Date: September 12, 2012 CUSIP Number: 78442FEP9
Maturity Date: September 10, 2015
Option to Extend Maturity:
x No
Specified Currency: U.S. Dollars

¨ Yes

If Yes, Final Maturity Date:

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

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

Optional Redemption."
Repayment at the option of the Holder:
x No Repayment Price:
Not Applicable.
¨ Yes Repayment Dates:
Not Applicable.
Repurchase Upon a Change of Control Triggering Event: ¨ No
x Yes

Applicable to Fixed Rate Notes Only:

Interest Rate: 3.875%
Interest Payment Dates: Each March 10 an
th
d September 10th during the
term of the Notes, unless earlier redeemed,
beginning March 10, 2013, 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
March 10 an
th
d September 10t t
h hereafter, as the
case may be, to and including the next succeeding
March 9 an
th
d September 9t ,
h as the case may be,
unless earlier redeemed, with no adjustment to

period end dates for accrual purposes.

Joint Book-Running Managers

Barclays Capital

BofA Merrill Lynch

RBC Capital Markets

Co-Managers

Credit Suisse

Deutsche Bank Securities

J.P. Morgan

September 5, 2012
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee
3.875% Medium Term Notes, Series A, due
$300,000,000
$34,380.00
September 10, 2015

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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
Barclays Capital Inc.

$
80,000,000.00
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

80,000,000.00

RBC Capital Markets, LLC

80,000,000.00

Credit Suisse Securities (USA) LLC

20,000,000.00

Deutsche Bank Securities Inc.

20,000,000.00

J.P. Morgan Securities LLC

20,000,000.00

Total

$
300,000,000.00
Issue Price:
100%

Agents' Commission:
0.35% (35 bps)

Net Proceeds:
$298,950,000

Concession:
0.20% (20 bps)

Reallowance:
0.15% (15 bps)

CUSIP Number:
78442FEP9

ISIN Number:
US78442FEP99

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.

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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" means each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC
Capital Markets, LLC 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.
"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.
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 each 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.
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 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.

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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 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 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

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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., also known as Fitch Ratings.
"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, a Standard & Poor's Financial Services LLC business.

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