NAVIENT CORPORATION (NASDAQ:NAVI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May26, 2017, Navient Corporation (the
Company) completed a public offering of
$500,000,000 aggregate principal amount of its 6.750% Senior
Notes due 2025 (the Notes).
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 May23, 2017, respectively.
In connection with the offering of the Notes, the Company entered
into an Underwriting Agreement, dated May23, 2017 (the
Underwriting Agreement), among the Company and
Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representatives of
the underwriters named therein (together, the
Underwriters). to the Underwriting Agreement,
the Company agreed to sell the Notes to the Underwriters, and the
Underwriters agreed to purchase the Notes for resale to the
public. The Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also
provides for customary indemnification by each of the Company and
the Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
The 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 a seventh supplemental indenture, dated as of May26, 2017 (the
Seventh Supplemental Indenture, and together
with the Base Indenture, the Indenture).
The Underwriting Agreement, the Indenture and the form of global
note for the offering are filed as exhibits to this Form 8-K and
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. |
In reviewing the agreements included as exhibits to this report,
please remember they are included to provide you with information
regarding their terms and are not intended to provide any other
factual or disclosure information about the Company or the other
parties to the agreements. The agreements contain representations
and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made
solely for the benefit of the other parties to the applicable
agreement and:
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not
describe the actual state of affairs as of the date they were
made or at any other time. Additional information about the
Company may be found elsewhere in this report and the Companys
other public filings, which are available without charge through
the SECs website at http://www.sec.gov.
|
Exhibit No. |
Description |
|
| Exhibit1.1* |
Underwriting Agreement, dated May23, 2017, among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the Underwriters named therein. |
|
| Exhibit 4.1 |
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). |
|
| Exhibit4.2* |
Seventh Supplemental Indenture, dated as of May26, 2017, between the Company and The Bank of New York Mellon, as trustee. |
|
| Exhibit4.3* |
Formof Note for 6.750% Senior Notes due 2025 included as part of Exhibit 4.2 hereto. |
|
| Exhibit5.1* | Opinion of Skadden, Arps, Slate, Meagher Flom LLP. | |
| Exhibit23.1* |
Consent of Skadden, Arps, Slate, Meagher Flom LLPincluded 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 down -0.10 at 14.29 with 2,464,977 shares trading hands.
