UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Preliminary Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED APRIL 4, 2019

2019 ANNUAL MEETING OF STOCKHOLDERS
OF
NAVIENT CORPORATION

PROXY STATEMENT

OF

CANYON CAPITAL ADVISORS LLC

To the Stockholders of Navient Corporation:

We are furnishing this proxy statement (the “Proxy Statement”) and the enclosed GOLD proxy card to holders of common stock, par value $0.01 per share (“Common Stock”), of Navient Corporation (the “Company”) in connection with our solicitation of proxies for use at the 2019 Annual Meeting of Stockholders of the Company that will be held on a date, and at a time and place, to be determined by the Company, and at any and all adjournments, continuations or postponements thereof (the “Annual Meeting”).

This solicitation is being conducted by Canyon Capital Advisors LLC (“Canyon”), Canyon Value Realization Fund, L.P., the Canyon Value Realization Master Fund (Cayman), L.P., Canyon Value Realization Fund MAC 18, Ltd., Canyon Balanced Master Fund, Ltd., Canyon-GRF Master Fund II, L.P., Canyon Distressed Opportunity Master Fund II, L.P., EP Canyon Ltd., Canyon NZ-DOF Investing, L.P. and Canyon-EDOF (Master) L.P., Mitchell R. Julis and Joshua S. Friedman (collectively, together with Canyon, the “Canyon Entities” or “we,” “our” or “us”), as well as Alan Robert Ginsberg, Gregory A. Pratt, Ivona Smith and Robert B. Webster (collectively, the “Canyon Nominees”), as well as Jonathan Heller and Sergey Kamensky (collectively, together with the Canyon Entities and the Canyon Nominees, the “Participants” in this solicitation). The Canyon Entities beneficially own in the aggregate 25,649,480 shares of Common Stock, which represents approximately 10.5% of the outstanding shares of Common Stock.

As more fully discussed in this Proxy Statement, we are soliciting proxies to be used at the Annual Meeting for the election of each of the Canyon Nominees as directors of the Company.

This solicitation is being made by the Participants and not on behalf of the Board of Directors of the Company (the “Board”).

We urge you to vote for the Canyon Nominees because, as further discussed in this Proxy Statement, we believe that the election of new members to the Board would be in the best interests of the Company and its stockholders.

This Proxy Statement is first being sent or given to stockholders on or about [month] [date], 2019. If your shares are held in your own name, please authorize a proxy to vote by signing and returning the enclosed GOLD proxy card in the postage-paid envelope provided or by instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your GOLD proxy card).

If your shares are held in the name of a brokerage firm, bank or other custodian, only that firm can vote such shares and, with respect to the election of directors, only upon receipt of your specific instruction. Accordingly, we urge you to contact the person responsible for your account and instruct that person to execute the GOLD proxy card on your behalf. Please follow any voting instructions provided by your bank, brokerage firm, dealer, trust company or other nominee.

If you have already voted using the Company’s proxy card, you can change your vote in accordance with the voting methods indicated above. Only the latest validly executed proxy that you submit will be counted. For instructions on how to vote, see the section titled “Voting Procedures” in this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: This Proxy Statement and GOLD Proxy Card are also available on the Internet, free of charge, at the SEC’s website at www.sec.gov or at [·].

1

BACKGROUND

Founded and partner owned since 1990, Canyon is a leading alternative asset manager investing on behalf of institutional investors worldwide, with approximately $24 billion in assets under management. Canyon employs a deep value, credit intensive approach across its investment platform.  Canyon specializes in value-oriented special situation investments for endowments, foundations, pension funds, sovereign wealth funds, family offices and other institutional investors. The firm invests across a broad range of asset classes, including distressed loans, corporate bonds, convertible bonds, securitized assets, direct investments, real estate, arbitrage, and event-oriented equities.

The Company was formed in 2014 as a spin-off from SLM Corporation (better known as Sallie Mae).  The spun-off Company included a large portfolio of Sallie Mae’s FFELP (US Government guaranteed) and private student loan assets (generating substantial and predictable cash flows), as well as Sallie Mae’s servicing and asset recovery businesses.  In our view, Sallie Mae effected the spin-off largely because after the 2010 discontinuation of the US Government FFELP program, Salle Mae had been unable to grow and originate loans quickly enough to replenish its runoff despite its brand, track record, systems, penetration and bank funding.

In April 2018, we filed a Schedule 13D reporting our ownership of Company shares, and that filing listed among other things our intention to discuss a possible acquisition of the Company.

During the period from October 2018 through mid-February 2019, we conducted extensive diligence, including management meetings and a review of certain non-public information, with a view towards an acquisition proposal.  Those efforts came to a close in late February 2019, after the Company abruptly walked away from our discussions.

On February 20, 2019, we withdrew our indication of interest in an acquisition, announced that we do not intend to participate in an acquisition process at this time and stated that we planned to propose a minority slate for election at the Annual Meeting.  On the next day, we announced the names of the Canyon Nominees.

REASONS FOR OUR SOLICITATION

Canyon, a long-term shareholder of the Company, now owns 10.5% of its outstanding shares.

Following the spin-off from Sallie Mae, the Company’s legacy loan assets were producing substantial cash flows, which were used to pay down unsecured debt and provide returns for shareholders via dividends and buybacks. We believe that the Company should have continued to return excess cash flows to shareholders while prudently managing its capital structure.

Instead the Company’s management and Board increasingly used a material portion of that cash flow to invest in new businesses and ventures, including loan origination, and to fund what we regard as bloated overhead and unacceptable operating losses in some of those businesses and ventures.  These investments were, in our view, ill-conceived and have materially impaired the Company’s value.

We believe shareholders and the market agree.

The stock’s total shareholder return has dramatically underperformed the S&P 500 Index over the one-, two-, three- and four-year periods ending the last trading day in March, 2019.  In fact, from the spin-off in April 2014 through that last trading day in March, the stock’s total shareholder return was a dismal negative 14%. Over that same period, the total shareholder return on the S&P 500 Index was a positive 67%.

Despite this extraordinarily disappointing performance, the Board failed to take steps that we believe could have arrested the underperformance. For example, the Board adjusted the metrics used in the executive compensation program to deemphasize efficiency in operations and removed net income entirely from the Long Term Incentive Plan, giving management an incentive to spend cash flow on new growth initiatives irrespective of their profitability and value to shareholders.  This change in metrics disrupted the alignment of management and shareholder interests that incentive plans are intended to foster. The results were clear.  When the Company made its most recent acquisition and simultaneously suspended its share repurchase program in October 2017, the stock touched a then 52-week low. Only after we met with management did the Company reinstate its stock buybacks and only after we pressed further did the Company authorize a new $500 million repurchase program.

The Company is the subject of numerous lawsuits relating to Company’s renewed Department of Education servicing contract. The claims asserted in these lawsuits, brought by federal regulators and state attorneys general, are in excess of the Company’s equity value. We believe the Board should have worked harder to settle these claims, rather than allowing them to cast a shadow over the Company.

As shareholders of the Company and fiduciaries to our investors, we can no longer allow the Company to underperform.

We have identified, recruited and nominated four exceptional, independent professionals with experience in structured products (the bulk of the Company’s value), financial analysis and law, all critical domains for overseeing the Company’s business and its executives. Each of the nominees has leadership and corporate governance experience, including one who served as the CEO of a public company. We believe the nominees, if elected, will bring fresh and objective perspectives to the Company’s Board.

Importantly, none of the nominees has any affiliation with Canyon and each has pledged to work on behalf of all the Company’s shareholders, if elected to the Board.

It’s time to change course and return the Company to its fundamentals. The Company should focus its efforts entirely on maximizing valuable legacy assets. Without change in the boardroom, we believe the Company is unlikely to focus on such efforts and will, instead, continue to misallocate capital to various growth strategies and acquisitions with uncertain returns, and fund losses in its ancillary businesses. We believe such capital allocation approach will lead to continued underperformance.

We strongly recommend a vote FOR ALL of the Canyon Nominees.

2

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

Election of Directors

The Company’s Board currently consists of ten directors. Directors hold office until the Company’s next annual meeting following their election or until their successors are elected and qualified, subject to earlier death, disqualification, resignation or removal. At the Annual Meeting, ten directors are to be elected to the Board.

We are seeking your proxy to vote your shares for the election of our four nominees — Alan Robert Ginsberg, Gregory A. Pratt, Ivona Smith and Robert B. Webster — and you may also direct us in your proxy to vote your shares for the Company’s nominees other than [·], [·], [·] and [·] (the “Excluded Nominees”). We will not exercise authority to vote your shares for any of the Excluded Nominees.

Each of the Canyon Nominees has consented to being named a nominee in this Proxy Statement and has confirmed his or her willingness to serve on the Board if elected. None of the Company’s nominees for whom we seek authority to vote has consented to being named as a nominee in this Proxy Statement and none has agreed to serve with any of the Canyon Nominees. Accordingly, there is no assurance that any of the Company’s nominees will serve as directors if Canyon Nominees are elected to the Board.

We do not expect that any of the Canyon Nominees will be unable to stand for election, but in the event that a vacancy in the slate of Canyon Nominees should occur unexpectedly because any Canyon Nominee is unable to serve on the Board or for good cause will not serve on the Board, we will vote the shares of Common Stock represented by the GOLD proxy card for a substitute candidate we select, to the extent this is not prohibited under the Company’s Second Amended and Restated Bylaws effective April 4, 2018 (the “Bylaws”) and applicable law, in each case in light of the specific facts and circumstances surrounding such substitution. Should we determine that it is necessary to add nominees in accordance with the Bylaws and applicable law, whether because the Company expands the size of the Board subsequent to the date of this Proxy Statement or for any other reason, we will supplement this Proxy Statement.

If elected, the Canyon Nominees would be a minority of the directors and would not alone be able to adopt resolutions or otherwise cause the Board to act. However, they intend to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their substantial experience and working constructively with the other Board members, the Canyon Nominees believe they can effect positive change at the Company.

Because the number of nominees exceeds the number of directors to be elected, the majority voting requirements of the Bylaws will not apply to this election. Accordingly, the ten nominees receiving the most votes will be elected at the Annual Meeting. Abstentions and broker non-votes, if any, will have no effect on the result of this vote.

3

Biographical Information Regarding the Canyon Nominees

The following information concerning the age, principal occupation, business experience, and public directorships of each of the Canyon Nominees has been furnished to the Canyon Entities by each of the Canyon Nominees. None of the Canyon Nominees has been employed by a parent, subsidiary or other affiliate of the Company in the past five years.

4

5

6

7

Additional Information About the Nominees

If elected, each Canyon Nominee would receive such directors’ fees as may be payable by the Company in accordance with its practice at the time and would be indemnified for service as a director of the Company and covered by the Company’s director and officer liability insurance to the same extent indemnification and insurance is provided to the current directors of the Company. We do not intend to compensate the Canyon Nominees in connection with their nomination. Except for nominee agreements between each Canyon Nominee and us granting each Canyon Nominee customary expense reimbursement and indemnification in connection their nomination, there are no arrangements or understandings with any person pursuant to which any Canyon Nominee has been selected as a nominee.

Each Canyon Nominee named herein is independent of and unaffiliated with us and independent under the Board’s independence guidelines, the Nasdaq listing standards, and the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”).

Other than as disclosed herein, (i) no Canyon Nominee or any associate of a Canyon Nominee is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material proceeding, (ii) there is no family relationship (by blood, marriage or adoption (not more remote than first cousin)) between any Canyon Nominee and any director or executive officer of the Company and (iii) there is no event that occurred during the past ten years with respect to any of the Canyon Nominees that is required to be described under Item 401(f) of Regulation S-K. Additional information regarding the Canyon Nominees can be found in the section of this Proxy Statement titled “Certain Information Regarding the Participants.”

8

Other Matters to Be Considered at the Annual Meeting

We currently expect that at the Annual Meeting the stockholders will be asked to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for fiscal 2019 (the “Ratification of the Appointment of KPMG”). Based on information contained in the Company’s 2018 annual meeting proxy statement filed on April 13, 2018 (the “Company’s 2018 Proxy Statement”), the Board submits the proposal to stockholders as a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee may select a different audit firm at any time during the year if it determines that this would be in the best interests of the Company and its stockholders. The affirmative vote of the holders of a majority of the Common Stock present in person or represented by proxy and entitled to vote is required to approve the ratification. Abstentions will not be counted as votes cast on this proposal. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to continue the firm’s engagement. We recommend that you vote “FOR” this proposal by checking the appropriate box and signing, dating and returning the enclosed GOLD proxy card.

Based on information contained in the Company’s 2018 Proxy Statement, it is expected that at the Annual Meeting the stockholders will be asked to vote, on an advisory basis, whether to approve the compensation of the Company’s named executive officers (the “Advisory Vote on Executive Compensation”). The affirmative vote of the holders of a majority of the Common Stock present in person or represented by proxy and entitled to vote is required to approve this proposal. As set forth above in the section titled “Background of and Reasons for Our Solicitation” we believe the Company has performed poorly and we don’t believe its incentive plan is designed in a way that appropriately aligns the interests of management and the shareholders. We recommend voting “AGAINST” the advisory vote to approve the compensation of the Company’s named executive officers.

In addition to our proposal regarding the election of the Canyon Nominees, the accompanying GOLD proxy card includes a proposal regarding the Ratification of the Appointment of KPMG and a proposal regarding the Advisory Vote on Executive Compensation; however, the proxy card can only be voted on the Ratification of the Appointment of KPMG and the Advisory Vote on Executive Compensation if the proposals are actually presented at the Annual Meeting. You may vote for or against, or you may abstain from voting on, these proposals, and the accompanying GOLD proxy card will be voted on these proposals in accordance with your instructions thereon if these proposals are presented at the Annual Meeting. If you do not indicate any voting instruction, you will be deemed to have given a direction to vote the shares represented by the GOLD proxy card with “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm and “AGAINST” the possible approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Except as set forth in this Proxy Statement, we are not aware of any other matter to be considered at the Annual Meeting. However, if we learn of any other proposals made at a reasonable time before the Annual Meeting, we will either supplement this Proxy Statement and provide stockholders with an opportunity to vote by proxy directly on such matters or will exercise discretionary authority with respect thereto. If other proposals are made thereafter, the persons named as proxies on the GOLD proxy card solicited by the Canyon Entities will vote such proxies in their discretion.

The Participants in this solicitation intend to vote their shares “FOR” the election of the Canyon Nominees, “FOR” the Ratification of the Appointment of KPMG, and “AGAINST” the Advisory Vote on Executive Compensation.

9

VOTING PROCEDURES

Record Date; Vote Per Share

The Company has one class of voting shares outstanding and, as of January 31, 2019, there were 244,507,321 shares of Common Stock outstanding as reported in the Annual Report filed on Form 10-K filed by the Company with the SEC on February 26, 2019 (the “Company 10-K”). The Company has set the close of business on [month] [date], 2019 as the record date for determining the stockholders entitled to vote at the Annual Meeting (the “Record Date”). On each matter to be voted on at the Annual Meeting, you will have one vote for each share of Common Stock you hold at the Record Date.

Voting Methods

If your shares are held in your name, you may vote by proxy as follows:

·                  Vote by Telephone — Please call toll-free from the U.S. or Canada the phone number listed on your proxy card and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card.

·                  Vote by Internet — Please access the website linked on your proxy card and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card.

You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had executed a proxy card.

·                  Vote by Mail — If you do not have access to a touch-tone telephone or to the Internet or wish to vote by mail, please sign, date and return the proxy card in the envelope provided, or mail to: [Insert address of the proxy solicitor]

The telephone and Internet voting procedures use a control number that appears on your GOLD proxy card to authenticate you as a stockholder of record and to allow you to confirm that your voting instructions have been correctly recorded. If you vote by telephone or Internet, you do not need to return the GOLD proxy card.

If you hold shares through someone else, such as a broker, bank or other custodian, you will receive voting material from that firm. You can complete the voting form and return it as requested by the firm. If the firm offers Internet or telephone voting, the voting form will contain instructions on how to access and utilize those voting methods. If you hold your shares in a stock brokerage account or by a bank or other custodian, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other custodian and present it at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we urge you promptly to submit a GOLD proxy card. Returning the enclosed proxy card will not affect your right to attend and vote at the Annual Meeting.

Quorum; Voting Standards

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum will exist when the holders of a majority of the shares of Common Stock entitled to vote are present in person or represented by proxy, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes (as discussed below) will be counted in determining whether a quorum exists.

·                  Election of Directors — Because the number of nominees exceeds the number of directors to be elected, the majority voting requirements of the Bylaws will not apply to this election. Accordingly, assuming a quorum is present at the Annual Meeting, the ten nominees receiving the most votes will be elected as directors at the Annual Meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast “FOR” or “AGAINST” any director nominee’s election and thus will have no effect on the results of the vote.

·                  Ratification of the Appointment of KPMG — Based on information in the Company’s 2018 Proxy Statement and assuming a quorum is present, ratification of the appointment of KPMG LLP requires the affirmative vote of the holders of a majority of the Common Stock present in person or represented by proxy and entitled to vote. Based on that same information, abstentions will be counted as votes cast “AGAINST” the proposal and broker non-votes will not be counted as votes cast “FOR” or “AGAINST” the proposal.

·                  Advisory Vote on Executive Compensation — Based on information in the Company’s 2018 Proxy Statement and assuming a quorum is present, the advisory (non-binding) vote on executive compensation requires the

10

affirmative vote of the holders of a majority of the Common Stock present in person or represented by proxy and entitled to vote. Based on that same information, abstentions will be counted as votes cast “AGAINST” the proposal and broker non-votes will not be counted as votes cast “FOR” or “AGAINST” the proposal.

Broker Non-Votes

If you hold your shares through a bank, broker or other custodian (that is, in “street name”) and do not provide voting instructions to your bank, broker or other custodian, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. In this case, a “broker non-vote” occurs. Shares constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the Annual Meeting.

If your shares are held in street name, your broker or other nominee will have enclosed a voting instruction card with this Proxy Statement. We strongly encourage you promptly to vote your shares by following the instructions provided on the voting instruction card.

Revocation of Proxies

Any proxy may be revoked as to all matters covered thereby at any time prior to the time a vote is taken by (i) timely submitting a duly executed proxy bearing a later date or submitting a later proxy using the telephone or Internet voting procedures described above, (ii) delivering a written notice of revocation to the Company’s Corporate Secretary at the Office of the Corporate Secretary, 123 Justison Street, Wilmington, Delaware 19801, or (iii) attending and voting at the Annual Meeting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation. If you hold your shares in a brokerage account or by a bank or other custodian, unless you have obtained a “legal proxy” from your bank, broker or other custodian, you will need to follow the instructions provided by your bank, broker or other custodian to revoke your voting form or submit a new voting form.

Please note that voting to “Withhold” with respect to the Company’s nominees on the Company’s proxy card is NOT the same as voting “FOR” the Canyon Nominees because a vote to “Withhold” with respect to any of the Company nominees on the Company’s proxy card will revoke any proxy you previously submitted. If you have already sent a proxy card to the Company, or voted for its nominees through telephone or Internet voting procedures, you may revoke that vote and provide your support to the Canyon Nominees by signing, dating and returning the enclosed GOLD proxy card or by following the instructions to vote by telephone or Internet described above.

We strongly urge you not to sign any proxy card sent to you by the Company. If you have already voted any proxy card that the Company may have sent you, you can change your vote by signing, dating and returning the GOLD Proxy Card to [Insert name of proxy solicitor] at its address set forth below or by making use of the Internet and telephone voting facilities described above. If you hold your shares through a bank, broker or other nominee, you will need to contact your bank, broker or nominee and follow their instructions if you want to revoke a proxy or change your vote. Only your latest signed and dated proxy will count at the Annual Meeting.

SOLICITATION OF PROXIES; EXPENSES

The Participants may solicit proxies by mail, email, advertisements, the internet, telephone and personal solicitation. We will not pay additional compensation to the Participants for soliciting proxies. We will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward our proxy materials to beneficial owners of the shares of Common Stock they hold, and we will reimburse them for their reasonable out-of-pocket expenses for doing so.

[·], our proxy solicitation firm, has been retained to assist in this solicitation and will receive an estimated fee of up to $[·], plus reimbursement of reasonable out-of-pocket expenses. [·] will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. The firm will utilize approximately [·] persons in its solicitation efforts.

We have indemnified the Canyon Nominees against liabilities and expenses arising in connection with this solicitation, but we have no other understandings with the Canyon Nominees.

11

We will bear the entire expense of preparing and mailing this Proxy Statement and conducting our solicitation. We currently estimate that our expenses in connection with the solicitation will amount to [·], of which [·] has been spent to date. If one or more of the Canyon Nominees is elected, we currently intend, to the extent legally permissible, to seek reimbursement of these expenses from the Company, and if we do seek reimbursement we do not currently intend to submit the question of reimbursement to a vote of the stockholders of the Company.

12

CERTAIN INFORMATION REGARDING THE COMPANY

Based on documents publicly filed by the Company, the Company is a Delaware corporation with its principal executive offices at 123 Justison Street, Wilmington, Delaware 19801.

The Company is subject to the informational filing requirements of the Exchange Act and in accordance therewith it files periodic reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by the Company with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by calling (202) 551-8090. The Company’s filings with the SEC are also available to the public without charge on the SEC’s website (http://www.sec.gov).

The Canyon Entities have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Company’s proxy statement for the Annual Meeting filed with the SEC on [month] [date], 2019 (the “Company’s 2019 Proxy Statement”), in reliance on Rule 14a-5(c) of the Exchange Act. Please refer to the Company’s 2019 Proxy Statement for such information. Except as otherwise noted herein, the information concerning the Company and the Annual Meeting contained in this Proxy Statement has been taken from or based upon publicly available documents and records on file with the SEC and other public sources. Although we do not have any knowledge that would indicate that any statement contained herein based upon such documents and records is untrue, we have not independently verified the accuracy or completeness of such information and do not take any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information.

13

CERTAIN ADDITIONAL INFORMATION

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the document to you if you write or call our proxy solicitor, [·]. Stockholders may call toll-free at [·]. Banks and brokers may call at [·]. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

This Proxy Statement is dated [·], 2019. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

You are advised to read this Proxy Statement and other relevant documents when they become available because they will contain important information. You may obtain a free copy of this Proxy Statement and other relevant documents that we file with the SEC at the SEC’s website at www.sec.gov or [·] or by calling [·] at the address and phone number indicated above. Please refer to the Company’s 2019 Proxy Statement and annual reports filed with the SEC for certain additional information and disclosure required to be made by the Company in connection with the Annual Meeting and in accordance with applicable law.

14

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

The Participants listed on the first page of this Proxy Statement may be deemed to be participants in this solicitation.

The business address of the Participants, other than the Canyon Nominees, is 2000 Avenue of the Stars, 11th Floor, Los Angeles, California 90067. The principal business of each of the Canyon Entities is investment and/or investment management. Messrs. Julis and Friedman are the Managing Partners, Co-Chairmen, Co-Chief Executive Officers and Co-Chief Investment Officers of Canyon Partners, LLC. Mr. Heller is Partner and Senior Portfolio Manager of Canyon Partners, LLC. Mr. Kamensky is Managing Director of Canyon Partners, LLC. The business address and principal occupation of each Canyon Nominees are set forth in the section of this Proxy Statement titled “Biographical Information Regarding the Canyon Nominees.”

None of the Canyon Nominees owns any shares of Common Stock, beneficially or of record. As of April 3, 2019, the amount of Common Stock owned by each of the other Participants, beneficially or of record, is set forth in the table below:

(1)                   Unless otherwise indicated, the Participants hold shares of Common Stock only.

(2)                   Based on 244,507,321 shares of Common Stock outstanding as of January 31, 2019, as reported in the Company 10-K.

(3)                   Canyon Capital Advisors, LLC, in its capacity as investment advisor to the funds listed as Participants (the “Canyon Funds”), has the power to vote, and the power to dispose of, the 25,649,480 shares of Common Stock held by the Canyon Funds, and may be deemed to have beneficial ownership of such shares for purposes of Rule 13d-3 under the Exchange Act (“Rule 13d-3”). Messrs. Julis and Friedman may be deemed to have beneficial ownership of the 25,649,480 shares of Common Stock held by the Canyon Funds by virtue of their shared control of Canyon Capital Advisors LLC for purposes of Rule 13d-3.

(4)                   Mr. Heller beneficially owns 6,000 shares of Common Stock. Mr. Heller may be deemed to beneficially own an additional 5,000 shares by virtue of his position as Investment Trustee of JLH Childrens Trust dated 3/31/14. The address of the trust is c/o Jonathan Heller, Canyon Partners, LLC, 2000 Avenue of the Stars, 11th FL, Los Angeles, CA 90067.

Transactions in the Securities of the Company

Except as set forth on Annex A, none of the Participants have purchased or sold securities of the Company in the past two years.

The Canyon Funds derived funds for the purchase of the securities of the Company from their working capital and margin borrowings as described in the following sentences. The Canyon Funds hold securities of the Company in commingled margin accounts, and they may obtain margin credit through those accounts from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the securities of the Company.

15

Additional Information Regarding the Participants

Except as set forth in this Proxy Statement, (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contracts, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any subsidiary of the Company; (ix) no participant in this solicitation or any of his, her or its associates or immediate family members was a party to, or had a direct or indirect material interest in, any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; and (xii) no participant in this solicitation has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

For the purposes of the foregoing, (i) the term “associates” has the meaning set forth for that term in Rule 14a-1 under the Exchange Act and (ii) the terms “immediate family member” and “family relationship” have the meanings set forth for those terms in Items 404(a) and 401(d) of Regulation S-K under the Exchange Act.

FORWARD-LOOKING STATEMENTS

All statements contained in this Proxy Statement that are not clearly historical in nature or that necessarily depend on future events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this Proxy Statement that are not historical facts are based on current expectations, speak only as of the date of this communication and involve risks that may cause the actual results to be materially different. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation as to future results. The Participants disclaim any obligation to update the information herein and reserve the right to change any of their opinions expressed herein at any time as they deem appropriate. The Participants have not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties.

16

YOUR SUPPORT IS IMPORTANT

No matter how many or how few shares you own, we are seeking your support.

If you hold your shares in your own name, please complete, sign, date and mail the enclosed GOLD proxy card as soon as possible in the postage-paid envelope provided. You may also vote over the telephone or by internet, by following the instructions printed on the enclosed GOLD proxy card.

If you hold your shares through a bank, broker or other nominee, only that nominee can vote your shares, and only after receiving your specific voting instructions. Please contact your bank, broker or nominee and instruct them to vote the GOLD proxy card “FOR” each of the Canyon Nominees.

WHOM YOU CAN CALL IF YOU HAVE QUESTIONS

If you have any questions or require any assistance, please contact [·], Canyon’s proxy solicitors, at the following address and toll free telephone number:

[Insert contact info of proxy solicitor]

Dated: [month] [date], 2019

17

ANNEX A

ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION:

PURCHASES AND SALES IN THE COMPANY COMMON STOCK DURING THE PAST TWO YEARS

18

19

20

21