SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Navient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

63938C108

(CUSIP Number)

Canyon Partners, LLC

2000 Avenue of the Stars, 11th Floor

Los Angeles, CA 90067

(310) 272- 1000

Attention: Jonathan M. Kaplan

 

with a copy to:

Alan J. Sinsheimer

C. Andrew Gerlach

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 20, 2019

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x

 

(Page 1 of 6 Pages)

 


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.   63938C108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
Canyon Capital Advisors LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
25,649,480

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
25,649,480

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Person
25,649,480

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14

Type of Reporting Person
IA

 

2


 

CUSIP No.   63938C108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
Mitchell R. Julis

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
-0-

 

8

Shared Voting Power
25,649,480

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
25,649,480

 

 

11

Aggregate Amount Beneficially Owned by Each Person
25,649,480

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14

Type of Reporting Person
IN

 

3


 

CUSIP No.   63938C108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
Joshua S. Friedman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
-0-

 

8

Shared Voting Power
25,649,480

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
25,649,480

 

 

11

Aggregate Amount Beneficially Owned by Each Person
25,649,480

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14

Type of Reporting Person
IN

 

4


 

 

 

CUSIP No.   63938C108

SCHEDULE 13D/A

 

 

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on April 4, 2018, as amended prior to the date of Amendment No. 3 (as so amended, the “Original Schedule 13D”). This Amendment No. 3 amends the Original Schedule 13D as specifically set forth herein (as so amended, the “Schedule 13D”).

 

Item 4.             Purpose of the Transaction

 

Item 4 of the Original Schedule 13D is hereby amended to add the following:

 

On February 20, 2019, Canyon Capital Advisors LLC (“Canyon”) issued a press release announcing that it has withdrawn its February 15, 2019 expression of interest to acquire the Issuer, that it does not intend to participate in any acquisition process at this time and that it plans to propose a minority slate of experienced and independent candidates for election at the Issuer’s upcoming annual meeting.

 

Item 5.             Interest in Securities of the Issuer

 

Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows:

 

(c)                                                                 There have been no transactions by the Reporting Persons in the shares of Common Stock since the most recent filing of Schedule 13D by the Reporting Persons on February 19, 2019.

 

5


 

CUSIP No.   63938C108

SCHEDULE 13D/A

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 20, 2019

 

CANYON CAPITAL ADVISORS LLC

 

 

 

/s/ Doug Anderson

 

Name: Doug Anderson

 

Title: Chief Compliance Officer

 

 

 

/s/ Mitchell R. Julis

 

MITCHELL R. JULIS

 

 

 

/s/ Joshua S. Friedman

 

JOSHUA S. FRIEDMAN

 

 

6