NAVIENT CORPORATION (NASDAQ:NAVI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement.
On June6, 2017, Navient Corporation (the
Company) completed a public offering of
$52,110,000 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 offerings of $593,044,000 aggregate principal amount of
5.875% Senior Notes due 2021 (the Existing
Notes), which were offered and sold to the Companys
prospectus supplements dated March14, 2017 and March25, 2015 and
the accompanying prospectus dated July18, 2014. 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 Existing Notes. The
Additional Notes and the Existing 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 $645,154,000.
The offering of the Additional Notes was made to the Companys
shelf registration statement on Form S-3 (Registration
No.333-218415) filed with the Securities and Exchange Commission
(the SEC) on June1, 2017, including a related
prospectus and prospectus supplement filed with the SEC on June1,
2017 and June6, 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), the sixth supplemental indenture, dated as
of March17, 2017 (the Sixth Supplemental
Indenture), and the eighth supplemental indenture, dated
as of June9, 2017 (the Eighth Supplemental
Indenture and, together with the Base Indenture, the
Second Supplemental Indenture and the Sixth Supplemental
Indenture, the Indenture).
The Additional Notes were sold to several, non-affiliated
investors to a Purchase Agreement, dated June6, 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 Item1.01 of this Form
8-K is hereby incorporated by reference into this Item2.03.
Item9.01(d).Financial Statements and Exhibits.
| Exhibit No. |
Description |
|
| Exhibit4.1 |
Indenture, dated as of July 18, 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 July 18, 2014). |
|
| Exhibit4.2 |
Second Supplemental Indenture, dated as of March 27, 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 March 27, 2015). |
|
| Exhibit4.3 |
Sixth Supplemental Indenture, dated as of March 17, 2017, between the Company and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed on March 17, 2017). |
|
| Exhibit4.4* |
Eighth Supplemental Indenture, dated as of June 9, 2017, between the Company and The Bank of New York Mellon, as trustee. |
| Exhibit4.5* |
Formof Note for 5.875% Senior Notes due 2021 – included as part of Exhibit 4.4 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.