Current Report Filing (8-k)
May 26 2017 - 10:24AM
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): May 26, 2017 (May 23, 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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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 26, 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 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 May 23, 2017, respectively.
In connection with the
offering of the Notes, the Company entered into an Underwriting Agreement, dated May 23, 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
). 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 seventh supplemental indenture, dated as of May 26, 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.
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 May 23, 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.
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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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Seventh Supplemental Indenture, dated as of May 26, 2017, 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 6.750% Senior Notes due 2025 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 LLPincluded 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: May 26, 2017
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By:
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/s/ Stephen OConnell
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Name: Stephen OConnell
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Title: 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 May 23, 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.
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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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Seventh Supplemental Indenture, dated as of May 26, 2017, 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 6.750% Senior Notes due 2025 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 LLPincluded as part of Exhibit 5.1 hereto.
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