UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2013
SLM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13251 | 52-2013874 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 300 Continental Drive, Newark, Delaware | 19713 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 283-8000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On January 28, 2013, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the “Opinion”) to SLM Corporation (the “Company”) in connection with the public offering of (i) $500,000,000 aggregate principal amount of the Company’s 3.875% Fixed Rate Medium Term Notes, Series A Due 2015 and (ii) $1,000,000,000 aggregate principal amount of the Company’s 5.500% Fixed Rate Medium Term Notes, Series A Due 2023. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Company’s Registration Statement on Form S-3 (No. 333-178087), in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated January 28, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLM CORPORATION | ||||||
| Date: January 28, 2013 | By: | /s/ Eric Watson | ||||
| Eric Watson | ||||||
| Assistant Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated January 28, 2013 | |