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): April 18,
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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(I.R.S. 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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Registrant’s 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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement
On
April 18, 2017, Navient Corporation and certain of its subsidiaries
(collectively, the “Corporation”) entered into
agreements with JPMorgan Chase Bank, N.A. (“JPMorgan
Chase”) for Navient to purchase JPMorgan Chase’s
approximately $6.9 billion education loan portfolio. The
portfolio is comprised of approximately $3.7 billion in federally
guaranteed student loans, of which $1.6 billion are securitized,
and approximately $3.25 billion in private education loans.
Closing of the acquisition is contingent upon the completion of
certain customary closing conditions and is currently anticipated
to occur in stages in the second quarter 2017.
Item
8.01
Other
Events
On
April 18, 2017, the Corporation issued a press release announcing
that it had entered into the acquisition agreements with JPMorgan
Chase. A copy of the press release is attached hereto as
Exhibit 99.1.
Item
9.01(d)
Financial
Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated April 18, 2017
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Cautionary Note on Forward-Looking Statements
Statements
in this report that are not historical facts, including statements
about the Company’s beliefs, opinions or expectations and
statements that assume or are dependent upon future events, are
forward-looking statements and often contain words such as
“expect,” “anticipate,”
“intend,” “plan,” “believe,”
“seek,” “see,” “will,”
“would,” or “target.” Forward-looking
statements are subject to risks, uncertainties, assumptions and
other factors that may cause actual results to be materially
different from those reflected in such forward-looking statements.
For Navient, these factors include, among others, the risks and
uncertainties associated with increases in financing costs or the
availability of financing; limits on our liquidity resulting from
disruptions in the capital markets or other factors; unanticipated
increases in costs associated with compliance with laws and
regulations; changes in the marketplaces in which we compete
(including changes in demand or changes resulting from new laws and
regulations); changes in accounting standards pertaining to loan
loss reserves and estimates or other accounting standards that may
impact our operations; adverse outcomes in any significant
litigation to which the Company is a party; credit risk associated
with the Company’s exposure to third parties, including
counterparties to the Company’s hedging transactions. The
Company could also be affected by, among other things:
unanticipated deferrals in our FFELP securitization trusts that
would delay repayment of the bonds beyond their legal final
maturity date; reductions in our credit ratings, the credit ratings
of asset-backed securitizations we sponsor or the credit ratings of
the United States of America; failures of our operating systems or
infrastructure or those of third-party vendors; risks related to
cybersecurity including the potential disruption of our systems or
potential disclosure of confidential customer information; damage
to our reputation resulting from the politicization of student loan
servicing; changes in law and regulations with respect to the
student lending business and financial institutions generally;
failure to adequately integrate acquisitions or realize anticipated
benefits from acquisitions including delays or errors in converting
portfolio acquisitions to our servicing platform; increased
competition from banks and other consumer lenders who are not
subject to the same level of regulation, the creditworthiness of
our customers; changes in the general interest rate environment,
including the relationship between the relevant money-market index
rate and the rate at which our assets are priced; changes in
general economic conditions and the other factors that are
described in the “Risk Factors” section of
Navient’s Annual Report on Form 10-K and in its future
reports filed with the Securities and Exchange Commission. The
preparation of the Company’s consolidated financial
statements also requires management to make certain estimates and
assumptions including estimates and assumptions about future
events. These estimates or assumptions may prove to be incorrect
and actual results could differ materially. All forward-looking
statements contained in this report are qualified by these
cautionary statements and are made only as of the date of this
release. The Company does not undertake any obligation to update or
revise these forward-looking statements except as required by
law.
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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Date:
April 19, 2017
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By:
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/s/
Mark L. Heleen
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Mark
L. Heleen
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Chief
Legal Officer
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dff
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Press
Release Dated April 18, 2017
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d
NEWS RELEASE
Navient will acquire approximately $6.9 billion in
education
loan assets from JPMorgan Chase
WILMINGTON, Del., April 18, 2017— Navient (Nasdaq: NAVI), a leading asset management
and business processing services firm announced today it has
reached an agreement to purchase JPMorgan Chase’s
(NYSE: JPM) approximately $6.9 billion education loan
portfolio.
“We
welcome our new customers, and we commit to delivering
best-in-class support to ensure a seamless transition,” said
Jack Remondi, president and CEO, Navient. “Leveraging our
43-year track record of helping borrowers succeed, we will provide
ongoing assistance to help our new customers continue to
successfully manage their education loans. The transaction delivers
on our business strategy and is a win-win for our company and our
customers.”
The
portfolio is comprised of approximately $3.7 billion in federally
guaranteed student loans, of which $1.6 are securitized, and
approximately $3.2 billion in whole private education
loans.
Customers
do not need to take any action at this time, and their servicing
contacts remain unchanged. Navient anticipates converting the loans
to its servicing platforms in the future, and will provide multiple
consumer-tested personalized communications at the appropriate
time.
Closing
of the acquisition is contingent upon the completion of certain
customary closing conditions and is currently anticipated to occur
in stages in the second quarter 2017. The transaction is expected
to be accretive to Navient in 2017.
* *
*
About Navient
Navient (Nasdaq: NAVI) is a Fortune 500 company that provides asset
management and business processing solutions to education,
healthcare, and government clients at the federal, state, and local
levels. The company helps its clients and millions of Americans
achieve financial success through services and support.
Headquartered in Wilmington,
Del., Navient employs team members in western New York,
northeastern Pennsylvania, Indiana, Tennessee, Texas, Virginia, and
other locations. Learn more at navient.com.
Contact:
Media:
Nikki
Lavoie, 302-283-4057, nikki.lavoie@navient.com
Shannon
O’Reilly, shannon.oreilly@jpmchase.com
Investors:
Joe
Fisher, 302-283-4075, joe.fisher@navient.com
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