SLM CORPORATION (NASDAQ:ISM) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01.

Closing of Notes Offering

On April5, 2017, SLM Corporation (the Company) closed an offering
of $200,000,000 aggregate principal amount of its 5.125% Notes
due 2022 (the Notes). The Notes were offered and sold to an
Underwriting Agreement (the Underwriting Agreement) dated
March31, 2017 among the Company, J.P. Morgan Securities LLC and
RBC Capital Markets, LLC (the Underwriters), under the Companys
automatic shelf registration statement (the Registration
Statement) on Form S-3 (File No.333-205031), including a
prospectus dated June17, 2015 and a prospectus supplement dated
March31, 2017. The Underwriting Agreement contains customary
representations, warranties and covenants of the Company,
conditions to closing, indemnification obligations of the Company
and the Underwriters, and termination and other customary
provisions.

The Notes were issued under an indenture dated June17, 2015 (the
Base Indenture) with Deutsche Bank National Trust Company, as
trustee, as supplemented by the first supplemental indenture
dated April5, 2017 (the Supplemental Indenture, and together with
the Base Indenture, the Indenture).

The Notes bear interest at the rate of 5.125% per annum. Interest
is payable on April5 and October5 of each year, beginning
October5, 2017. The Notes will mature on April5, 2022. The
Company may redeem the Notes, in whole or in part, at any time at
the applicable redemption prices, as set forth in the Indenture.
In addition, if the Company experiences certain change of control
events with respect to the Notes, it must offer to purchase all
or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of that holders Notes at a purchase price equal
to 101% of the principal amount of Notes repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the date
of purchase.

The Company intends to use the net proceeds from this offering to
redeem its outstanding 6.97% cumulative redeemable preferred
stock, Series A, and intends to use any remaining net proceeds
for general corporate purposes.

The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Supplemental
Indenture, which is incorporated by reference into the
Registration Statement and is attached to this Current Report on
Form 8-K as Exhibit 4.1, the Underwriting Agreement, which is
incorporated by reference into the Registration Statement and was
filed as Exhibit 1.1 to the Companys Current Report on Form 8-K
filed on April4, 2017, and the Base Indenture, which was filed as
Exhibit 4.3 to the Companys Registration Statement on Form S-3ASR
filed on June17, 2015.

A copy of the opinion of Davis Polk Wardwell LLP, special New
York counsel to the Company, relating to the validity of the
Notes, is incorporated by reference into the Registration
Statement and is attached to this Current Report on Form 8-K as
Exhibit 5.1.

Closing of Notes Offering

The information included in Item 1.01 with respect to the
Indenture is incorporated by reference into this item.

Redemption of Series A Preferred Stock

On April5, 2017, the Company issued a press release announcing
the redemption of its outstanding 6.97% cumulative redeemable
preferred stock, Series A, on May5, 2017. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.

Closing of Notes Offering

The information included in Item 1.01 with respect to the
Indenture is incorporated by reference into this item.

SLM CORPORATION (NASDAQ:ISM) Recent Trading Information

SLM CORPORATION (NASDAQ:ISM) closed its last trading session down -0.06 at 25.19 with 4,926 shares trading hands.