Current Report Filing (8-k)
July 29 2016 - 5:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 29, 2016 (July 26, 2016)
NAVIENT
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (302) 283-8000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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On July 29, 2016, Navient Corporation
(the
Company
) completed a public offering of $750,000,000 aggregate principal amount of its 6.625% Senior Notes due 2021 (the
Notes
).
The offering of the Notes was made pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-197516)
filed with the Securities and Exchange Commission (the SEC) on July 18, 2014, including a related prospectus and prospectus supplement filed with the SEC on July 18, 2014 and July 26, 2016, respectively.
In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated July 26, 2016 (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
). Pursuant 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 July 18, 2014 (the
Base Indenture
),
between the Company and The Bank of New York Mellon, as trustee, as amended by a third supplemental indenture, dated as of July 29, 2016 (the
Third 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.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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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.
Item 9.01(d)
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Financial Statements and Exhibits.
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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:
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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.
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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.
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Exhibit No.
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Description
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Exhibit 1.1*
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Underwriting Agreement, dated July 26, 2016, 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.
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Exhibit 4.1
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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).
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Exhibit 4.2*
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Third Supplemental Indenture, dated as of July 29, 2016, between the Company and The Bank of New York Mellon, as trustee.
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Exhibit 4.3*
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Form of Note for 6.625% Senior Notes due 2021 included as part of Exhibit 4.2 hereto.
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Exhibit 5.1*
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Exhibit 23.1*
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP included as part of Exhibit 5.1 hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NAVIENT CORPORATION
(REGISTRANT)
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Date: July 29, 2016
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By:
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/s/ Stephen OConnell
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Name:
Title:
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Stephen OConnell
Senior Vice President
and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 1.1*
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Underwriting Agreement, dated July 26, 2016, 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.
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Exhibit 4.1
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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).
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Exhibit 4.2*
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Third Supplemental Indenture, dated as of July 29, 2016, between the Company and The Bank of New York Mellon, as trustee.
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Exhibit 4.3*
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Form of Note for 6.625% Senior Notes due 2021 included as part of Exhibit 4.2 hereto.
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Exhibit 5.1*
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Exhibit 23.1*
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP included as part of Exhibit 5.1 hereto.
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