SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 5 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SLM CORPORATION
(Name of Subject Company (Issuer) and Filing Persons (Offeror))
Options to Purchase Common Stock, $0.20 par value per share
(Title of Class of Securities)
78442P106
(CUSIP Number of Class of Securities (Underlying Common Stock))
SLM Corporation
12061 Bluemont Way
Reston, Virginia 20190
(703) 810-3000
Attention: Mark L. Heleen, Esq.,
Executive Vice President and General Counsel
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
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Carol R. Rakatansky
Vice President and Corporate Secretary
SLM Corporation
12061 Bluemont Way, Reston, Virginia 20190
(703) 810-3000
fax: (703) 984-6006
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Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 955-8500
fax: (202) 530-9569 |
CALCULATION OF FILING FEE
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Transaction Valuation (1) |
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Amount of Filing Fee |
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$43,774,458.57
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$3,121.12 |
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Estimated solely for purposes of calculating the amount of the filing fee. The calculation
assumes that all options to purchase the Issuer’s common stock that are eligible for exchange
will be exchanged for new options and cancelled pursuant to this offer. These options have a
value of $43,774,458.57 as of May 10, 2010 calculated using the Black-Scholes option pricing
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: $3,121.12
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Form or Registration No.: 005-51535 |
Filing Party: SLM Corporation
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Date Filed: May 17, 2010 |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: þ
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY NOTE
This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (the
“SEC”) on May 14, 2010, as amended on May 17, 2010, May 18, 2010, May 26, 2010 and June 10, 2010,
relating to an offer by SLM Corporation (the “Company”), to exchange certain outstanding options to
purchase shares of the Company’s common stock (“Eligible Options”) for replacement options
(“Replacement Options”), filed as Exhibit (a)(1)(A) to the Schedule TO.
This Amendment No. 5 is filed to report the results of the exchange offer by amending only the
item of the Schedule TO included below, and unaffected items are not included herein. Except as
specifically provided in this Amendment No. 5, the information contained in the Schedule TO remains
unchanged. This Amendment No. 5 should be read in conjunction with the Schedule TO. All defined
terms used in this Amendment No. 5 have the same meaning as in the Offer to Exchange.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the following:
The exchange offer expired at 11:59 p.m., U.S. Eastern Time, on June 14, 2010. Pursuant to the
exchange offer, 15,104,089 Eligible Options were tendered and accepted by the Company, representing
approximately 89% of the total shares of the Company’s common stock underlying the Eligible
Options. On June 14, 2010, the Company granted the Replacement Options, consisting of an aggregate of
7,967,709 new stock options, in exchange for the Eligible Options surrendered in the exchange offer. The
exercise (or base) price of the Replacement Options is $11.39, which was the closing price
of the Company’s common stock on June 14, 2010, as reported on the New York Stock Exchange. The
Replacement Options have a new vesting condition of six months, twelve months or two annual
installments following the grant date, depending on the original vesting terms of the Eligible
Options.