SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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)
(Title of Class of Securities)
78442P106
(CUSIP Number of Class of Securities (Underlying Common Stock))
(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)
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:
| Carol R. Rakatansky Vice President and Corporate Secretary SLM Corporation 12061 Bluemont Way, Reston, Virginia 20190 (703) 810-3000 fax: (703) 984-6006 |
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
| Transaction Valuation (1) | Amount of Filing Fee | ||||
| $43,774,458.57 | $3,121.12 | ||||
| (1) | 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 model. |
| þ | 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. |
Amount Previously Paid: $3,121.12
|
Form or Registration No.: 005-51535 | |
Filing Party: SLM Corporation
|
Date Filed: May 17, 2010 |
| o | 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:
| o | third-party tender offer subject to Rule 14d-1. | ||
| þ | issuer tender offer subject to Rule 13e-4. | ||
| o | going-private transaction subject to Rule 13e-3. | ||
| o | 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: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | ||
| o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission as
of May 14, 2010, as amended on May 17, 2010, relating to an offer by SLM Corporation (the
“Company”) to exchange certain outstanding options to purchase shares of the Company’s common stock
for replacement options. This Amendment No. 2 is being filed in order to amend “Item 12. Exhibits”
of the Schedule TO.
This Amendment No. 2 amends and restates only the items and exhibits to the Schedule TO that
are being amended and restated, and unaffected items and exhibits are not included herein. Except
as specifically provided in this Amendment No. 2, the information contained in the Schedule TO
remains unchanged.
Item 12. Exhibits
| Exhibit No. | Description | |
(a)(1)(A)
|
Offer to Exchange Certain Outstanding Stock Options for Replacement Stock Options* | |
(a)(1)(B)
|
Form of Option Exchange Program Announcement Letter* | |
(a)(1)(C)
|
Option Exchange Program Information Sheet* | |
(a)(1)(D)
|
Option Exchange Program Website Screen Shots* | |
(a)(1)(E)
|
Form of Participant Letter with Password* | |
(a)(1)(F)
|
Form of Election Confirmation Email* | |
(a)(1)(G)
|
Instructions for Website Customer Service Representatives* | |
(a)(1)(H)
|
Frequently Asked Questions Posted on Option Exchange Program Website* | |
(a)(1)(I)
|
Option Exchange Program Summary | |
(b)
|
Not applicable | |
(d)(1)
|
SLM Corporation 2009-2012 Incentive Plan, incorporated by reference to Exhibit 10.2 of the Company’s Form S-8 filed with the SEC on May 22, 2009 | |
(d)(2)
|
Form of Stock Option Award Agreement* | |
(g)
|
Not applicable | |
(h)
|
Not applicable |
| * | Previously filed as an exhibit to the Schedule TO. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
| SLM Corporation | ||||||
| By: | /s/ Mark L. Heleen | |||||
| Name: | Mark L. Heleen | |||||
| Title: | Executive Vice President and General Counsel | |||||
Date: May 18, 2010
Exhibit (a)(1)(I)
SLM Option Exchange Program Summary
What is the Option Exchange Program?
A one-time opportunity to exchange existing eligible stock options for “replacement” stock
options with a lower strike (exercise) price.
The exchange will be offered during an “exchange period” (offer period) beginning May
17th, 2010 and ending 11:59 p.m. (ET) on June 14, 2010.
Option Exchange Period
May 17 – June 14
May 17 – June 14
Participation in the program is voluntary; there is no penalty for not participating.
Current stock options will remain unchanged if not exchanged.
Eligible Employees
SLM employees (FT and PT) who are active or on leave with eligible options as of the
start of the exchange period and continue to be employed through the end of the exchange period.
Current and former members of the SLM Board of Directors and SLM named executive offers are not
eligible to participate.
Eligible Options
Stock options granted from approximately January 2, 2001 – January 31, 2008 with a strike price
equal to or greater than $20.94. Eligible Options are sometimes referred to as “Net Settled
Shares” or “SARs”. Restricted shares/units, bonus shares, previously replaced options or shares of
common stock acquired on the open market or through participation in one of Sallie Mae’s employee
programs (i.e. 401k, deferred compensation, employee stock purchase plan) are not eligible for the
exchange program.
Eligible options can be vested or unvested. However, they must be outstanding (that is, not
previously exercised, expired, terminated or forfeited) as of the start and end of the exchange
period. Eligible options must also have a remaining term that expires after January 1, 2011.
Employees will be able to see all of their eligible options by viewing their own personal grant
information on the Exchange Website at www.salliemaeexchange.com.
What will Happen?
Eligible options selected for exchange will be cancelled at the expiration of the exchange period.
Replacement options will be granted at the expiration of the exchange period with a strike
price equal to the closing price of SLM’s stock on that day.
The original expiration date of the eligible options will carry over to the replacement options,
but the replacement options will take on a new vesting cycle (outlined below), regardless of
whether the eligible options have already vested. In short, all replacement options will have at
least a minimum 6 month vesting period.
| Vesting Status | Replacement Options | |||||
| (Existing Options) | Grant Type | Vesting Schedule | Vesting Date | |||
Vested
|
Non-Mgmt Grant | 6 months from June 14th Grant Date | December 14, 2010 | |||
| Management Grant | 6 months from June 14th Grant Date | December 14, 2010 | ||||
Unvested
|
Non-Mgmt Grant | 12 months from June 14th Grant Date | June 14, 2011 | |||
| Management Grant | 24 months from June 14th Grant Date | 50% on June 14, 2011 50% on June 14, 2012 |
||||
Example:
Sue, a Collections Rep, was granted 500 stock options on July 1, 2004. Since this grant was “time
vested” over a 3 year period, it fully vested in July of 2005, 2006 and 2007. Sue has not yet
exercised any of those options.
If Sue decides to exchange this grant, the 500 options would be canceled and replaced with a new
grant generally for fewer options with a June 14th grant date and strike price as of the
close of that day. According to the above chart, the replacement grant will vest on December
14th, 2010. Only after December 14th, and before the grant expires, may Sue exercise
the grant.
Employees holding multiple grants may choose to exchange some, all or none of their eligible
grants on a grant-by-grant basis. Employees cannot exchange only part of a grant. If an employee
exchanges a partially vested grant (from January 31, 2008), the employee will receive replacement
grants with one portion vesting in 6 months; the other in 12 months.
How will the number of new options be determined?
An “exchange ratio” will be used to determine how many replacement options an employee will receive
on a grant-by-grant basis. The ratio is based on several factors, including strike price, and is
intended to provide the same relative value as the eligible option being exchanged. Since eligible
options will most likely be valued lower than the replacement options, fewer replacement options
will generally be granted to maintain the same value.
What happens upon a Job Abolishment?
If an employee ceases to be employed by SLM due to job abolishment (and not due to death or
disability), any replacement options held by the employee will be subject to the terms of the SLM
Corporation 2009-2012 Incentive Plan and the Stock Option Award Agreement.
| • | Vested options are exercisable up to 3 months/90 days after the date of termination. | ||
| • | Unvested, existing options which have not been exchanged and were granted on/before May 21, 2009 vest as of the termination date and are exercisable up to 3 months/90 days from the date of termination. | ||
| • | Unvested “replacement” options will be cancelled effective the date of termination. | ||
Example:
Recall that Sue, a Collections Rep, was granted 500 stock options on July 1, 2004. Since this
grant was “time vested” over a 3 year period, this grant was fully vested.
Since Sue exchanged this grant, she received a replacement grant on June 14, 2010 which is subject
to a 6 month vesting period with a December 14th vesting date. If Sue’s job is
abolished on December 1st, her replacement grant will not have vested and would therefore be
cancelled.
Next Steps:
All eligible employees will receive an email on May 17th informing them of their
eligibility to participate in the program and next steps. This communication will also be mailed
to the employee’s home.
No action is required if an employee chooses not to participate.
Who do I contact with questions?
Questions about this program and requests for additional copies of any related document should be
directed to Global Shares at (877) 231-1697or via email at: salliemaeexchange@globalshares.com
Additional Information Regarding the Exchange Program
SLM Corporation (the “Company”) has filed a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission (the “SEC”) in connection with the exchange program. Persons
who are eligible to participate in the exchange program should read the Tender Offer Statement on
Schedule TO and other related materials, because they contain important information about the
exchange program. The Company’s shareholders and option holders may obtain the written materials
described above and other documents filed by the Company with the SEC free of charge from the SEC’s
Web site at www.sec.gov. In addition, shareholders and option holders may obtain free copies of
the documents filed by the Company with the SEC at the investor page on the Company’s Web site at
www.salliemae.com/about/investors.
First distributed 5/18/10