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Get filing alertsSLM Corp launches tender for all $500M of 3.125% 2026 notes, funded by new debt offering
Filed May 6, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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SLM initiated a cash tender offer to purchase all $500M of its 3.125% senior notes due November 2026, with expiration May 12 and settlement May 15, 2026.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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The tender is conditioned on completing a concurrent new senior debt offering; proceeds from the new debt will fund the repurchase. No minimum tender threshold applies, but the offer may be terminated if the new debt does not close.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Purchase price will be calculated using a 25 basis point spread over the 4.125% U.S. Treasury due October 2026, priced at 2 p.m. on May 12, 2026, plus accrued interest.
Exhibit 99.1 view on EDGAR → -
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Any notes not tendered will be repaid at maturity (November 2, 2026). SLM expects to deposit funds with the trustee to satisfy and discharge the indenture shortly after tender settlement.
Exhibit 99.1 view on EDGAR →
Summary
SLM Corp announced a cash tender offer to retire all $500 million of its 3.125% senior notes maturing November 2, 2026. The offer expires May 12, 2026, with settlement three days later. The purchase price will be determined by a 25 basis point spread over a benchmark U.S. Treasury, plus accrued interest.
Critically, the tender is conditioned on SLM completing a concurrent new senior debt offering—if the new debt does not close, the tender will not proceed. There is no minimum participation requirement, and the company retains the right to amend, extend, or withdraw the offer.
For bondholders, this is a straightforward refinancing: SLM is replacing near-term debt with new issuance, likely to extend maturities or adjust interest costs. The notes mature in six months regardless, so the tender offers early liquidity at a modest premium. Any notes not tendered will be repaid at maturity, and SLM expects to deposit funds with the trustee to discharge the indenture shortly after settlement. The execution risk is the new debt offering—if market conditions deteriorate or pricing is unsatisfactory, the entire transaction could be pulled. Equity holders should watch for the new debt terms (rate, maturity, covenants) when disclosed, as they will reveal the company's cost of capital and refinancing strategy.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
SLM Corp launched a cash tender offer for all outstanding 3.125% senior notes, funded by a concurrent new debt offering.
Added in current filing · verify on EDGAR →
On May 6, 2026, SLM Corporation (the “Company”) issued a press release announcing the commencement by the Company of a cash tender offer to purchase any and all of its outstanding 3.125% senior notes (the “Notes”) upon the terms and conditions described in the Company’s Offer to Purchase, dated May 6, 2026 (the “Offer to Purchase”).
SLM Corp initiated a tender offer to repurchase all of its outstanding 3.125% senior notes for cash. The offer is being made under terms detailed in a separate Offer to Purchase document dated May 6, 2026.
Added in current filing · verify on EDGAR →
The Tender Offer is being made in connection with a contemporaneous offering of senior debt securities by the Company on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to the Company (the “New Notes Offering”). The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Proceeds from the New Notes Offering will be used to repurchase Notes pursuant to the Tender Offer. The Tender Offer is conditioned upon, among other things, the completion of the New Notes Offering, and no assurance can be given that the New Notes Offering will be completed.
The tender offer is contingent on SLM completing a concurrent offering of new senior debt securities. Proceeds from the new debt will fund the repurchase of the existing 3.125% notes. The tender offer is not conditioned on a minimum participation level but requires the new debt offering to close, with no guarantee that it will.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT 3 series of pages, at 2 p.m. New York City time, on May 12, 2026, the date on which the Tender Offer is currently scheduled to expire.
The purchase price will be calculated using a fixed spread of 25 basis points over the 4.125% U.S. Treasury due October 31, 2026, based on the Bloomberg FIT 3 reference page at 2 p.m. on May 12, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify