This Amendment No. 3 (Amendment No. 3) amends and
supplements the Tender Offer Statement on Schedule TO originally filed by SLM Corporation, a Delaware corporation (the Company), with the Securities and Exchange Commission (SEC) on October 27, 2020 (the Schedule
TO), as amended on October 29, 2020 (Amendment No. 1) and on November 5, 2020 (Amendment No. 2). The Schedule TO relates to the offer by the Company to
purchase for cash up to 2,000,000 shares of its outstanding Floating Rate Non-Cumulative Preferred Stock, Series B, par value $0.20 per share (the Securities), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 27, 2020 (as it may be amended or supplemented from time to time, the Offer to Purchase) and in the related Letter of Transmittal (as it may be amended or
supplemented from time to time, the Letter of Transmittal, and together with the Offer to Purchase, the Offer), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in
the Schedule TO as amended by Amendment No. 1 and Amendment No. 2, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on Schedule
TO as amended and in the Offer to Purchase or the Letter of Transmittal. You should read Amendment No. 3 together with the Schedule TO, Amendment No. 1, Amendment No. 2, the Offer to Purchase and the Letter of Transmittal.
ITEM 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following language:
The Offer expired at 11:59 p.m., New York City time, on November 24, 2020 (the Expiration Date). Based on the count by
the depositary for the Offer, as of the Expiration Date, 1,489,304 Securities have been validly tendered and not validly withdrawn (the Total Tendered Amount). Because the Total Tendered Amount is less than the Maximum Share
Amount, the Company has accepted for purchase all such Securities tendered as of the Expiration Date.
The consideration payable for each
Security tendered and accepted for purchase pursuant to the Offer is $45 plus an amount equal to Accrued Dividends (as defined in the Offer to Purchase). The Company expects that the settlement date for the Offer will be November 30, 2020. A
copy of the press release announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.
ITEM 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
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(a)(5)(E)
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Press Release, dated November 25, 2020 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on November 25, 2020).
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