SLM Corp SLM

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Date? Yes. You may withdraw any...

expiry = 2021-03-02...fer to Purchase for Cash Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $13.10 Per Share and Not More Than $15.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 2, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. SLM Corporation, a Delaware corporation (“SLM,” the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $1,000,000,000 in value of shares of its issued and outstandi...

expiry = 2021-03-10...21 by SLM CORPORATION of Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $14.40 Per Share and Not More Than $16.50 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 10, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Mail or deliver this Amended Letter of Transmittal, together with any certificate(s) representing your shares, to: Computershare Trust Company, N.A. By First Class: Computershare Trust Com...

listed = True...e purchase price of less than $1,000,000,000 are properly tendered and not properly withdrawn, we will buy all shares properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date. Our shares are listed and traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “SLM.” On February 1, 2021, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the NASDAQ was $13.78 per share. The minimum purchase price of $13.10 per share is below the closing price for the shares on February 1, 2021, the last ful...

mechanism = DUTCH...Purchase where you will find a more complete discussion. Who is offering to purchase my shares? We (SLM Corporation) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” This procedure allows you to select the price (in increments of $0.10) within a price range specified by us at which you are willing to sell your shares. We are offering to purchase up to $1,000,000,000 in value of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provide...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiratio...

must_tender_all = True...the box so indicating. Upon selection by random lot, if any, the Company will limit its purchase in each case to the designated minimum number of shares. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. Each stockholder is urged to consult his, her or its own tax advisor. IMPORTA...

no_priority = True...OR SUCH LOWER RATE AS MAY BE SPECIFIED BY AN APPLICABLE INCOME TAX TREATY) ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. - 26 - Table of Contents 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

no_priority = True...before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Amended Notice of Guaranteed Delivery. 7. Signatures on Letter of Transmittal; Stock Powers and Endorsements. (a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered...

price = USD 13.1-15.0...X-99.(A)(1)(I) EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) SLM Corporation Offer to Purchase for Cash Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $13.10 Per Share and Not More Than $15.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 2, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. SLM Corporation, a Delaware corpor...

price = USD 14.4-16.5...Dated February 2, 2021 and the Supplement to Offer to Purchase Dated February 25, 2021 by SLM CORPORATION of Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $14.40 Per Share and Not More Than $16.50 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 10, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Mail or deliver this Amended Lett...

priority_conflicting = True...d shares having an aggregate purchase price in excess of $1,000,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other stockholders who properly tender shares at or below the Purchase Price and do...

threshold = 100...hase price in excess of $1,000,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other stockholders who properly tender shares at or below the Purchase Price and do not pr...

threshold = 100...TIONS CAREFULLY ODD LOTS (See Instruction 6) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned (check one box): ☐ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or ☐ is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, on behalf of the beneficial owner(s), shares with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s) of such Shares, that each such pe...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d14582dex99a1i.htm EX-99.(A)(1)(I) EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) SLM Corporation Offer to Purchase for Cash Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $13.10 Per Share and Not More Than $15.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 2, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. SLM Corporation, a...

txn_type = TENDER_OFFEREX-99.(A)(1)(VIII) 3 d14582dex99a1viii.htm EX-99.(A)(1)(VIII) EX-99.(a)(1)(viii) Exhibit (a)(1)(viii) AMENDED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated February 2, 2021 and the Supplement to Offer to Purchase Dated February 25, 2021 by SLM CORPORATION of Up to $1,000,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $14.40 Per Share and Not More Than $16.50 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE EN...