Obligation NaviCorp 6.125% ( US78442FET12 ) en USD

NaviCorp

100 % ▲

Etas-Unis

US78442FET12 ( en USD )

6.125% par an ( paiement semestriel )

25/03/2024 - Obligation échue

Prospectus brochure de l'obligation Navient US78442FET12 en USD 6.125%, échue

1 000 USD

850 000 000 USD

78442FET1

B+ ( Très 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 US78442FET12, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2024

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US78442FET12, 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 US78442FET12, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1032033/000095010314002095...
424B5 1 dp45022_424b5-ps9.htm PRICING SUPPLEMENT NO. 9
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
6.125% Medium Term Notes, Series A, due March 25, 2024
$850,000,000
$109,480

Pricing Supplement No. 9
Filed under Rule 424(b)(5)
(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: $850,000,000
Floating Rate Notes: £
Fixed Rate Notes: T
Original Issue Date: March 27, 2014
Closing Date: March 27, 2014
CUSIP Number: 78442FET1
Maturity Date: March 25, 2024
Option to Extend
T 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
option of the Company:
Optional Redemption. "

T Yes
Redemption Dates:
At any time as described in "Additional
Terms of the Notes Optional
Redemption."
Repayment at the option of the Holder:
T No
Repayment Price:
Not Applicable.

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

Triggering Event:

T Yes

Applicable to Fixed Rate Notes Only:

Interest Rate: 6.125% per annum
Interest Payment Dates:
Each March 25 and September 25 during the term
of the Notes, unless earlier redeemed, beginning
September 25, 2014, subject to adjustment in
accordance with the following business day
convention.
Interest Accrual Method: 30/360.
Interest Periods:
From and including the Original Issue Date or each
March 25 and September 25 thereafter, as the case
may be, to and including the next succeeding March
24 and September 24, as the case may be, unless
earlier redeemed, with no adjustment to period end
dates for accrual purposes.
Joint Book-Running Managers

Barclays
Credit Suisse
J.P. Morgan

Co-Managers

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BofA Merrill Lynch Deutsche Bank
Goldman, Sachs &
RBC Capital
RBS
Co.
Markets

March 24, 2014

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Business Day Convention:
Following Business Day, unadjusted.
Business Day:
New York.
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.

Principal
Agents
Amount of Notes
Barclays Capital Inc.
$
226,667,000
Credit Suisse Securities USA LLC

226,667,000
J.P. Morgan Securities LLC

226,666,000
Deutsche Bank Securities Inc.

34,000,000
Goldman, Sachs & Co.

34,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated

34,000,000
RBC Capital Markets, LLC

34,000,000
RBS Securities Inc.

34,000,000
Total
$
850,000,000
Issue Price:
99.082%
Agents' Commission:
1.00% (100 bps)
Net Proceeds:
$833,697,000
Concession:
0.40% (40 bps)
Reallowance:
0.25% (25 bps)
CUSIP Number:
78442FET1
ISIN:
US78442FET12
______________________

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.

PS-2
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TABLE OF CONTENTS
Cautionary Statement Concerning Forward-Looking Statements
PS-4
Additional Terms of the Notes
PS-4
The Separation
PS-9
Legal Proceedings
PS-10
Unaudited Pro Forma Condensed Consolidated Financial Statements of Navient Corporation
PS-12
Underwriters Other Relationships
PS-20
Glossary
PS-21
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this pricing
supplement, the prospectus supplement, the prospectus or in any free writing prospectus prepared by or on behalf of us or to which we
have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you.

PS-3
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Cautionary Statement Concerning Forward-Looking Statements

This pricing supplement and the reports incorporated by reference into the accompanying prospectus contain "forward-looking"
statements and information based on management's current expectations as of the date of this filing. Statements that are not historical
facts, including statements about our beliefs, opinions or expectations and statements that assume or are dependent upon future events,
are forward-looking statements. In particular, information included under "Unaudited Pro Forma Condensed Consolidated Financial
Statements" contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors
include, among others, the risks and uncertainties set forth in Item 1A "Risk Factors" of our Annual Report on Form 10-K incorporated
by reference into the accompanying prospectus and elsewhere in the reports incorporated by reference into the accompanying prospectus,
and this pricing supplement; increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws
and regulations; changes in accounting standards and the impact of related changes in significant accounting estimates; any adverse
outcomes in any significant litigation to which we are a party; credit risk associated with our exposure to third parties, including
counterparties to our derivative transactions; and changes in the terms of student loans and the educational credit marketplace (including
changes resulting from new laws and the implementation of existing laws). We could also be affected by, among other things: changes in
our funding costs and availability; reductions to our credit ratings or the credit ratings of the United States of America; failures of our
operating systems or infrastructure, including those of third-party vendors; damage to our reputation; failures to successfully implement
cost-cutting and restructuring initiatives and adverse effects of such initiatives on our business; risks associated with restructuring
initiatives, including our recently announced strategic plan to separate our existing operations into two, separate, publicly-traded
companies; changes in the demand for educational financing or in financing preferences of lenders, educational institutions, students and
their families; changes in law and regulations with respect to the student lending business and financial institutions generally; increased
competition from banks and other consumer lenders; the creditworthiness of our customers; changes in the general interest rate
environment, including the rate relationships among relevant money-market instruments and those of our earning assets versus our
funding arrangements; changes in general economic conditions; our ability to successfully effectuate any acquisitions and other strategic
initiatives; and changes in the demand for debt management services. The preparation of our consolidated financial statements also
requires management to make certain estimates and assumptions, including estimates and assumptions about future events. These
estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this pricing supplement and the reports
incorporated by reference into the accompanying prospectus are qualified by these cautionary statements and are made only as of the date
of this report. We do not undertake any obligation to update or revise these forward-looking statements to conform such statements to
actual results or changes in our expectations. References to Navient (as defined herein) and SLM BankCo (as defined herein) are
forward-looking in nature and dependent on the successful completion of the Spin-Off (as defined herein).

References in this pricing supplement and the reports incorporated by reference into the accompanying prospectus to "we,"
"us," "our" "Sallie Mae" and the "Company," refer to SLM Corporation and its subsidiaries, except as otherwise indicated or unless the
context otherwise requires.

Additional Terms of the Notes

Optional Redemption

The notes will be redeemable as a whole or in part, at our option 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.

PS-4
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"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
us.

"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., Credit Suisse Securities USA LLC and J.P. Morgan
Securities 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"), SLM Corporation 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 we default 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

PS-5
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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:

"Ratings Downgrade Event" means, on any date during the Trigger Period, the Notes being downgraded by at least one modifier
(a modifier being plus, neutral or minus for S&P or Fitch, 1, 2 or 3 for Moody's and a similar modifier by any other Rating Agency) by
any two of the three Rating Agencies from the rating on the Notes by each such Rating Agency on the date prior to the first day of the
Trigger Period; provided that no Ratings Downgrade Event shall be deemed to occur, if either (i) the rating on the Notes by each Rating
Agency that downgraded its rating is an Investment Grade Rating after the downgrade or (ii) in respect of a particular Change of Control,
the Rating Agency or Agencies (as applicable) that downgraded the Notes announce or confirm or inform the Trustee in writing that the
reduction was not the result, in whole or in part, of any event or circumstance comprised of, or arising as a result of, or in respect of, the
applicable Change of Control.

PS-6
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"Board of Directors" means the board of directors or comparable governing body of SLM Corporation; provided that if SLM
Corporation is a wholly-owned subsidiary of another person, the Board of Directors means the board of directors or comparable
governing body of such person.

"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 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 the 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 or other equity interests, 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 (i) a Change of Control and (ii) a Ratings Downgrade
Event.

"SLM Corporation" means SLM Corporation until a successor replaces it, and thereafter means the successor.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors who (1) was a member of
the Board of Directors on the date of the issuance of the notes; or (2) was nominated for election or elected to the Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of Directors 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.

PS-7
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"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 Section 3(a)(62) under the Exchange Act, that we select (pursuant to a resolution of the 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.

"Trigger Period" means the period commencing one day prior to the first public announcement by SLM Corporation of a
Change of Control or an arrangement that could result in a Change of Control and ending 60 days following consummation of the Change
of Control (which period will be extended following consummation of a Change of Control for so long as the rating of the Notes is under
announced consideration for possible downgrade by any of the Rating Agencies as the result, in whole or in part, of any event or
circumstance comprised of, or arising as a result of, or in respect of, the applicable Change of Control).

PS-8
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The Separation
SLM Corporation ("Existing SLM") has announced its intent to separate into two, distinct, publicly-traded entities--an
education loan management, servicing and asset recovery business ("Navient"), and a consumer banking business ("SLM BankCo")
--through the distribution of common stock in Navient to stockholders of Existing SLM (the "Spin-Off"). As a result of internal
restructuring that will accompany the Spin-Off, Existing SLM, the obligor of the notes to be offered hereby and other outstanding public
indebtedness (the "Unsecured Debt"), will become a limited liability company and wholly owned subsidiary of Navient. For more
information regarding the Spin-Off, see "Item 1. Business--Reorganization and the Spin-Off" in our Annual Report on Form 10-K
incorporated by reference into the accompanying prospectus.

Following the separation and distribution, Navient is expected to be the future issuer of senior unsecured notes and other public
indebtedness. Subject to receipt of certain approvals and as promptly as practicable following the separation and distribution, it is
anticipated that Existing SLM will be merged into Navient, with Navient surviving. Following the distribution and pending that merger,
Navient is expected to fully and unconditionally guarantee Existing SLM's outstanding senior unsecured debt. While Navient will
prepare and file reports with the SEC following the Spin-Off, Existing SLM is not expected to do so.

In connection with the Spin-Off, SLM BankCo will enter into a separation and distribution agreement with the Existing SLM
and Navient. The separation and distribution agreement will provide for, among other things, indemnification obligations designed to
make Navient financially responsible for substantially all liabilities that may exist whether incurred prior to or after the separation,
relating to the business activities of Existing SLM prior to the separation and distribution (including those related to the FDIC, DOJ and
CFPB matters described under "Legal Proceedings" below), other than those arising out of the consumer banking business and expressly
assumed by SLM BankCo pursuant to the separation and distribution agreement. This includes Navient being financially responsible for
all servicing and collections activities that it performed or directed on behalf of Sallie Mae Bank. If Navient is required to indemnify
SLM BankCo under the circumstances set forth in the separation and distribution agreement, Navient may be subject to substantial
liabilities including liabilities that are accrued, contingent or otherwise and regardless of whether the liabilities are known or unknown
at the time of the separation and distribution. Existing SLM is party to various claims, litigation and legal, regulatory and other
proceedings resulting from ordinary business activities relating to its current and former operations. Previous business activities of
Existing SLM, including originations and acquisitions of various classes of consumer loans outside of Sallie Mae Bank, may also result
in liability due to future laws, rules, interpretations or court decisions which purport to have retroactive effect, and such liability could
be significant. Existing SLM may also be subject to liabilities related to past activities of acquired businesses. It is inherently difficult,
and in some cases impossible, to estimate the probable losses associated with contingent and unknown liabilities of this nature, but
future losses may be substantial and will be borne by Navient in accordance with the terms of the separation and distribution agreement.

PS-9
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