NAVIENT CORPORATION (NASDAQ:NAVI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March7, 2017, Navient Corporation (the
Company) completed a public offering of
$750,000,000 aggregate principal amount of its 6.500% Senior
Notes due 2022 (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 March2, 2017,
respectively.
In connection with the offering of the Notes, the Company entered
into an Underwriting Agreement, dated March2, 2017 (the
Underwriting Agreement), among the Company and
J.P. Morgan Securities LLC, Barclays Capital Inc. and RBC Capital
Markets, LLC, 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 fifth supplemental indenture, dated as of March7, 2017 (the
Fifth 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 Item1.01 of this Form
8-K is hereby incorporated by reference into this Item2.03.
| 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; |
|
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.
|
ExhibitNo. |
Description |
|
| Exhibit1.1* |
Underwriting Agreement, dated March 2, 2017, among the Company and J.P. Morgan Securities LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, as representatives of the Underwriters named therein. |
|
| Exhibit 4.1 |
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). |
|
| Exhibit 4.2* |
Fifth Supplemental Indenture, dated as of March 7, 2017, between the Company and The Bank of New York Mellon, as trustee. |
|
| Exhibit 4.3* |
Formof Note for 6.500% Senior Notes due 2022 – included as part of Exhibit 4.2 hereto. |
|
| Exhibit 5.1* | 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 +0.12 at 14.72 with 2,595,402 shares trading hands.
