NAVIENT CORPORATION (NASDAQ:NAVI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March17, 2017, Navient Corporation (the
Company) completed a public offering of
$93,044,000 aggregate principal amount of its 5.875% Senior Notes
due 2021 (the Additional
Notes). The issuance of the Additional Notes
represents a reopening of the Companys previous offering of
$500,000,000 aggregate principal amount of 5.875% Senior Notes
due 2021 (the Original Notes),
which were offered and sold to the Companys prospectus supplement
dated March25, 2015 and the accompanying prospectus. The terms,
provisions and conditions of the Additional Notes, other than
their issue date and public offering price, are identical to the
terms, provisions and conditions of the Original Notes. The
Additional Notes and the Original Notes constitute a single
series and bear the same CUSIP number. As a result of the
Additional Notes issuance, the aggregate principal amount
outstanding of the 5.875% Senior Notes due 2021 is $593,044,000.
The offering of the Notes was made to the Companys shelf
registration statement on Form S-3 (Registration No.333-197516)
filed with the Securities and Exchange Commission (the
SEC) on July18, 2014, including a related
prospectus and prospectus supplement filed with the SEC on
July18, 2014 and March15, 2017, respectively.
The Additional Notes were issued under the base indenture, dated
as of July18, 2014 (the Base
Indenture), between the Company and The Bank of
New York Mellon, as trustee, as amended by the second
supplemental indenture, dated as of March27, 2015 (the
Second Supplemental
Indenture), and a sixth supplemental indenture,
dated as of March17, 2017 (the Sixth
Supplemental Indenture, and
together with the Base Indenture and the Second Supplemental
Indenture, the Indenture).
The Additional Notes were sold to several, non-affiliated investors to a
Purchase Agreement, dated March14, 2017. The net proceeds from
the offering of the Additional Notes were used for debt
repurchases.
The Indenture and
the form of global note for the offering are filed as exhibits to
this Form 8-K and are incorporated herein by reference.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information
related to the Indenture in Item 1.01 of this Form 8-K is hereby
incorporated by reference into this Item 2.03.
| Item9.01(d). | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| Exhibit4.1 |
Indenture, dated as of July18, 2014, between the Company and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 of the Companys Form S-3 filed on July18, 2014). |
|
| Exhibit 4.2 |
Second Supplemental Indenture, dated as of March27, 2015, between the Company and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on March27, 2015). |
|
| Exhibit4.3* |
Sixth Supplemental Indenture, dated as of March17, 2017, between the Company and The Bank of New York Mellon, as trustee. |
|
| Exhibit4.4* |
Formof Note for 5.875% Senior Notes due 2021 – included as part of Exhibit 4.3 hereto. |
|
| Exhibit5.1* | Opinion of Skadden, Arps, Slate, Meagher Flom LLP. | |
| Exhibit23.1* |
Consent of Skadden, Arps, Slate, Meagher Flom LLP – included as part of Exhibit 5.1 hereto. |
| * | Filed herewith. |
About NAVIENT CORPORATION (NASDAQ:NAVI)
Navient Corporation is a loan management, servicing and asset recovery company. The Company holds the portfolio of education loans insured or guaranteed under the Federal Family Education Loan Program (FFELP), as well as the portfolio of Private Education Loans. FFELP Loans are insured or guaranteed by state based on guaranty agreements among the United States Department of Education (ED) and these agencies. Private Education Loans are education loans to students or their families that bear the full credit risk of the customer and any cosigner. The Company operates in three segments: FFELP Loans, Private Education Loans and Business Services. The Company services its own portfolio of education loans, as well as those owned by banks, credit unions, non-profit education lenders and ED. It also provides asset recovery services on its own portfolio, guaranty agencies, higher education institutions, ED and other federal clients, as well as states, courts and municipalities. NAVIENT CORPORATION (NASDAQ:NAVI) Recent Trading Information
NAVIENT CORPORATION (NASDAQ:NAVI) closed its last trading session up +0.35 at 14.99 with 6,720,472 shares trading hands.
