Current Report Filing (8-k)
March 17 2017 - 5:14PM
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):
March 17, 2017 (March 14, 2017)
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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☐
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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 March 17, 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 pursuant to the Companys prospectus supplement dated
March 25, 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 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 March 15, 2017, respectively.
The Additional 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 the second supplemental indenture, dated as of
March 27, 2015 (the
Second
Supplemental
Indenture
), and a sixth supplemental indenture, dated as of March 17, 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 pursuant to a Purchase Agreement, dated March 14, 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.
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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Exhibit No.
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Description
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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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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).
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Exhibit 4.3*
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Sixth Supplemental Indenture, dated as of March 17, 2017, between the Company and The Bank of New York Mellon, as trustee.
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Exhibit 4.4*
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Form of Note for 5.875% Senior Notes due 2021 - included as part of Exhibit 4.3 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
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(REGISTRANT)
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Date: March 17, 2017
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By:
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/s/ Stephen OConnell
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Name:
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Stephen OConnell
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Title:
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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 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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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).
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Exhibit 4.3*
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Sixth Supplemental Indenture, dated as of March 17, 2017, between the Company and The Bank of New York Mellon, as trustee.
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Exhibit 4.4*
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Form of Note for 5.875% Senior Notes due 2021 - included as part of Exhibit 4.3 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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