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 30,
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. ☐
ITEM 7.01 REGULATION FD
DISCLOSURE
Navient Corporation (the
“Company”) frequently provides relevant information to
its investors via posting to its corporate website. On October 30,
2017, a presentation entitled “2017 3rd
Quarter Investor Deck” was
made available on the Company’s website
at https://www.navient.com/about/investors/webcasts/.
In addition, the presentation is being furnished herewith as
Exhibit 99.1
The information contained in, or incorporated into, this
Item 7.01, including Exhibit 99.1 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.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits (d)
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Exhibit
Number
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Description
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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 30,
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
