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): October 4,
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))
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. ☐
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ITEM 8.01
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Other Events
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On October 4, 2017, Navient Corporation (the
“Company”) issued a press release announcing the
acquisition of Earnest Inc., a leading financial technology
company. The news release announcing the acquisition is being
furnished herewith as Exhibit 99.1. Additionally, on October 4,
2017, a presentation entitled “Navient to Acquire
Earnest” was made available on the Company’s website
at https://www.navient.com/about/investors/webcasts/.
The presentation is also being furnished herewith as
Exhibit 99.2.
The information contained in, or incorporated into, this
Item 8.01, including Exhibit 99.1 and Exhibit 99.2 attached
hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
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Exhibit
Number
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Description
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99.1*
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News
Release dated October 4, 2017
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99.2*
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Navient to Acquire
Earnest Investor Deck
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*
Furnished herewith
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;
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 release 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: October 4,
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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EXHIBIT INDEX
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Exhibit Number
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Description
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*Furnished
herewith
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d
NEWS RELEASE
For immediate release
Navient
announces agreement to acquire Earnest,
a leading financial technology and education finance
company
WILMINGTON, Del., Oct. 4, 2017 – Navient, a leading
provider of asset management and business processing solutions,
announced it has entered into an agreement to acquire Earnest, a
leading financial technology and education finance
company.
“Combining
Earnest’s best-in-class data science, digital marketing, and
technology with Navient’s industry and capital markets
experience create an exciting platform to deliver value for
consumers and investors,” said Jack Remondi, president and
CEO, Navient. “Together, we will create and deliver
consumer-centric education credit products for the digital
age.”
“I
am proud to share the momentous news that Earnest is joining the
Navient family of companies,” said Louis Beryl, cofounder and
CEO, Earnest. “By pairing Earnest’s capabilities and
technology with Navient’s reach and resources, we can affect
change at incredible scale.”
Founded
in 2013, Earnest serves financially responsible, digitally native
consumers who have been underserved by traditional banks. The
company is expected to originate nearly $1 billion in student loan
refinancing loans in 2017.
As part
of Navient, Earnest will continue as a distinct brand and will be
led by its current management team, including founders Louis Beryl
and Ben Hutchinson. Earnest clients will continue to enjoy the same
customer service, rates, terms, and benefits.
Under
the terms of the agreement, Navient will acquire Earnest for $155
million in cash. Effective October 4, 2017, Navient will suspend
its remaining share repurchase program through year end 2018 to
allocate capital towards growing the education lending business and
building book value. The company’s annual dividend of $0.64
per share is unchanged. Closing of the transaction is expected in
the fourth quarter of 2017, subject to customary closing
conditions. An investor presentation will be filed with the SEC and
made available at Navient.com/investors. In addition, executives
will further comment at the previously announced third quarter
earnings call on Oct. 18.
J.P.
Morgan Securities LLC acted as financial advisor to Navient.
Barclays acted as financial advisor to Earnest.
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Navient (Nasdaq: NAVI) is a leading provider of asset
management and business processing solutions for 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, Delaware, Navient employs team members
in western New York, northeastern Pennsylvania, Indiana, Tennessee,
Texas, Virginia, and other locations. Learn more at
navient.com.
Earnest is a technology company using data science, smarter
design, and exceptional service to rebuild financial services.
Founded in 2013 on the belief that financially responsible people
deserve better options and access to credit, Earnest’s
lending products are built for a new generation seeking to reach
life’s milestones. The company’s mission is to
democratize access to high-quality financial services. Learn more
at earnest.com.
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Contact:
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Media:
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Patricia
Nash Christel, 302-283-4076,
patricia.christel@navient.com
Eva
Pullano, 917-599-6366, press@earnest.com
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Investors:
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Joe
Fisher, 302-283-4075, joe.fisher@navient.com
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