NAVIENT CORP false 0001593538 0001593538 2019-10-18 2019-10-18 0001593538 navi:CommonStockParValue.01PerShareMember 2019-10-18 2019-10-18 0001593538 us-gaap:SeniorNotesMember 2019-10-18 2019-10-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2019

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36228		46-4054283
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

123 Justison Street, Wilmington, Delaware				19801
(Address of principal executive offices)				(Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $.01 per share		NAVI		The Nasdaq Global Select Market
6% Senior Notes due December 15, 2043		JSM		The Nasdaq Global Select Market

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 8.01

OTHER EVENTS

On October 18, 2019, Navient Corporation (the “Company”) delivered notice of the partial redemption of its 8.000% Fixed Rate Medium Term Notes, Series A due March 25, 2020 (CUSIP No. 78442FEJ3; ISIN No. US78442FEJ30) (the “Notes”) calling for redemption of $1,000,000,000 aggregate principal amount of outstanding Notes on November 21, 2019. The Company has been informed that due to a clerical error certain holders may have received an inaccurate notice that the redemption of the Notes would be made in full. The Company understands that this error is being corrected.

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.

				NAVIENT CORPORATION (Registrant)
				By:		/s/ Mark L. Heleen
				Name:		Mark L. Heleen
				Title:		Chief Legal Officer

Date: October 22, 2019