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Sallie Mae (Nasdaq: SLM) has announced the final results and expiration of its previously announced cash tender offer to purchase any and all of its outstanding 3.125% senior notes, based on the terms described in the company’s Offer to Purchase dated May 6, 2026.
As of 5 p.m. New York City time on May 12, 2026, the expiration time for the tender offer, the company had received tenders for an aggregate principal amount of $448,412,000 of notes outstanding, representing 89.68% of the aggregate principal amount of notes outstanding.
These figures exclude $226,000 aggregate principal amount of notes that remain subject to the guaranteed delivery procedures described in the Offer to Purchase and the Notice of Guaranteed Delivery.
Under the tender offer terms, Sallie Mae will pay the purchase price for notes validly tendered prior to the expiration time or tendered pursuant to the Notice of Guaranteed Delivery on May 15, 2026 (the “Settlement Date”).
The purchase price is $995.83 for each $1,000 principal amount of notes validly tendered and accepted for purchase, plus accrued and unpaid interest from the last interest payment date up to, but not including, the Settlement Date. For all notes accepted in the tender offer, interest will cease to accrue on the Settlement Date. Notes purchased on the Settlement Date will be cancelled.
The company said the tender offer is being made in connection with a contemporaneous offering of senior debt securities (the “New Notes Offering”) on terms and conditions satisfactory to Sallie Mae, including the amount of proceeds raised. The tender offer is not conditioned upon any minimum amount of notes being tendered.
Sallie Mae also noted that the tender offer may be amended, extended, terminated or withdrawn, and that proceeds from the New Notes Offering will be used to repurchase notes pursuant to the tender offer. The tender offer is conditioned on, among other things, the completion of the New Notes Offering, and there is no assurance the New Notes Offering will be completed.
Sallie Mae expects to repay any notes not tendered and accepted for purchase at their maturity. Subject to completion of the New Notes Offering and consummation of the tender offer, the company expects to deposit with Deutsche Bank National Trust Company, as trustee, funds sufficient to repay at maturity the notes not tendered and accepted for purchase, and thereby satisfy and discharge the indenture governing the notes shortly after the Settlement Date.
Sallie Mae has retained J.P. Morgan Securities LLC as the exclusive dealer manager for the tender offer. Questions regarding the terms of the tender offer may be directed to J.P. Morgan Securities LLC, Liability Management Desk, U.S. toll free at (866) 834-4666 or collect at (212) 834-7489.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the tender offer and does not constitute a notice of redemption for the notes.
The company included standard forward-looking statements language, noting that statements about plans, objectives, expectations and intentions are subject to risks and uncertainties that could cause actual results to differ materially. Sallie Mae said it does not assume any obligation to update forward-looking statements.
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