SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
   CORPORATION FINANCE  ``

November 2, 2020

Steven J. McGarry
Chief Financial Officer
SLM Corporation
300 Continental Drive
Newark, DE 19713

 Re: SLM Corporation
  Schedule TO -I
  Filed on October 27 , 2020
  File No. 005-51535

Dear Mr. McGarry :

We have reviewed the above -captioned filing  and have the following comments .  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your filing  and/or  by prov iding the requested
information .  If you do not believe our comments apply to your facts and circumstances , or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewi ng any amendment to your filing , and any information you provide in
response to these comments, we may have additional comments.

Schedule TO -I

Exhibit (a)(1)(A ) – Offer to Purchase

General

1. We note that the Offer is for up to 2,000,000 shares of the Sec urities, which, if fully
tendered, would comprise 50% of the currently outstanding Securities.  We further note
your disclosure on pages 11 and 12 indicating that you “may acquire Securities that
remain outstanding” in the future.  Notwithstanding your dis closure s in response to
Items 6(c) and 13  of the Schedule TO, please confirm your understanding that if the
Company conducts a subsequent acquisition of the Securities that has a reasonable
likelihood or purpose of producing one of the effects enumerated in Rule 13 e-3(a)(3)(ii),
the Offer could be deemed the first step in a series of transactions  that constitute a Rule
13e-3 transaction.  See Rule 13e -3(a)(3) and Q&A #4 of Release No. 34 -17719 .

Steven J. McGarry
SLM Corporation
November 2, 2020
Page | 2

 Purpose of the Offer, page 13

2. We note the following statement: “ The principal purpose of the Offer is to reduce our
future dividend payments and to enhance our capital structure. ”  Please revise this
statement to provide additional detail clarifying how the Offer would “enhance” your
capital structure.  See Item s 1006(a) and 1011(c) of Regulation M -A.  Please also make
any conforming changes to similar statements made elsewhere in the Offer to Purchase.

Procedures for Tendering the Securities, page 13

3. We note yo ur statements on page 16 indicating that certain of your determinations and
interpretations “will be final and binding on all parties.”  Please revise these  statement s
to remove the implication that shareholders  may not challenge your determinations and
interpretations in a court of competent jurisdiction.

Miscellaneous , page 28

4. We note the following statement : “If, after such good faith effort, the Company cannot
comply with the applicable law, the Company will not make the Offer to (nor will
tenders be accepted from or on behalf of) the holders of Securities in that jurisdiction. ”
While offer materials need not be disseminated into jurisdictions where such a
distribution would be impermissible, please remove the implication that tendered
Securities  will not be accepted from all shareholders .  See Rule 13e -4(f)(8)(i) and
guidance in Section II.G.1 of Exchange Act Release No. 58597 (September 19, 2008).

 We remind you that the issuer is  responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and Acqui sitions

cc:  John Meade , Esq.
Davis Polk & Wardwell LLP

Marisa D. Stavenas , Esq.
Simpson Thacher & Bartlett LLP