UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                             April 11, 2019

  Via E-Mail

  Alan J. Sinsheimer
  Sullivan & Cromwell LLP
  125 Broad Street
  New York, New York 10004

          Re:     Navient Corporation
                  PREN14A filed on April 4, 2019
                  Filed by Canyon Capital Advisors LLC, et al.
                  File No. 1-36228

  Dear Mr. Sinsheimer:

          The staff in the Office of Mergers and Acquisitions in the Division
of Corporation
  Finance has conducted a limited review of the filing listed above and have
the following
  comments. In some of our comments, we may ask you to provide us with
information so we may
  better understand your disclosure.

          Please respond to this letter by amending your proxy statement, by
providing the
  requested information, or by advising us when you will provide the requested
response. If you do
  not believe our comments apply to your facts and circumstances or do not
believe an amendment
  is appropriate, please tell us why in your response. All defined terms used
here have the same
  meaning as in your proxy statement.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  General

  1. We note that Canyon filed a Schedule 13G reporting ownership of its stake
in the Company
     on February 14, 2018. We further note that on March 2, 2018, Canyon
contacted the
     Company's Chief Executive Officer and recommended that Navient hire an
adviser to
     examine and advise on several aspects of the Company's business
operations. Further, on
     March 5, 2018, Canyon again recommended in a call with Company
representatives that
     Navient hire and announce that it had hired a financial advisor. Please
advise why, given
     these activities in early March 2018, Canyon waited until April 4, 2018 to
report on Schedule
     13D.
 Alan J. Sinsheimer, Esq.
Sullivan & Cromwell
April 11, 2019
Page 2

Preliminary Proxy Statement filed on April 4, 2019

   2. The correct EDGAR tag for a preliminary proxy statement for an election
contest is
      PREC14A rather than PREN14A. Please make this change with your next
filing.

   3. The Company's proxy statement includes four matters to be acted upon.
Only three
      matters are listed in your proxy statement and on your card. Please
revise or advise
      whether you will solicit only as to three matters. If the latter, revise
the disclosure in
      your proxy statement to note that shareholders granting you a proxy will
be
      disenfranchised with respect to the vote on the Company's amended
employee stock
      purchase plan.

   4. While we understand what you mean by statements such as "none of the
nominees has
      any affiliation with Canyon" (page 2 and elsewhere in the proxy
statement), the
      individual director candidates for whom you are soliciting proxies do
have some
      affiliation with Canyon by virtue of being your nominees in this election
contest. Please
      revise this and similar statements throughout the proxy statement to
clarify (if true) that
      you have no past or ongoing employment or other relationship with any of
your nominees
      beyond this proxy contest.

   5. See our last comment above. We understand that at Canyon's
recommendation, the
      Company previously appointed one existing director (Mr. Frederick
Arnold). This fact
      should be disclosed where relevant in the proxy statement, including
where you discuss
      directors' and nominees' affiliation with Canyon, as well as where you
discuss the
      minority status of your nominees if they are elected to the Board of
Directors. The
      circumstances leading up to the appointment of Mr. Arnold in August 2018
should also
      be described in the Background section.

Background, page 2

   6. Expand the discussion of your acquisition proposal/indication of interest
to acquire the
      Company to provide a more fulsome discussion of the process and its
evolution,
      including how and when in the process it was abandoned and by whom. In
addition,
      describe the material terms of your acquisition proposal and discuss any
"sticking points"
      that caused the proposal to fail. This expanded discussion should also
note the
      involvement of Platinum Equity Advisors LLC in submitting a joint
indication of interest
      to acquire Navient, and a discussion of Platinum's role in this proxy
contest (if any).

   7. We note your disclosure that you do not intend to participate in an
acquisition process "at
      this time." Does this mean you have given up plans to advocate for a sale
of Navient to
      you or any third party? Or does it mean that you will focus on getting
your nominees
      elected, after which time you may consider pursuing a sale again? Please
clarify.
 Alan J. Sinsheimer, Esq.
Sullivan & Cromwell
April 11, 2019
Page 3

   8. See our comment above regarding existing director Frederick Arnold.
Expand this
      section to discuss your director recommendations to Navient in 2018, and
the Company's
      appointment of Mr. Arnold at your suggestion.

Reasons for the Solicitation, page 2

   9. You assert that "the Board adjusted the metrics used in the executive
compensation
      program to deemphasize efficiency in operations... This change in metrics
disrupted the
      alignment of management and shareholder interests that incentive plans
are intended to
      foster." Please revise to clarify that the statement of the Board's
motivations and the
      alleged resulting misalignment in interests represent your opinion.

   10. Please provide a cite or support for your statement here that
`[f]ollowing 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."

Broker Non-Votes, page 11

   11. Your disclosure states that if a shareholder holds his or her shares in
street name through
       a custodian and does not provide voting instructions "on any proposal on
which your
       broker does not have discretionary authority to vote," a broker non-vote
will occur.
       However, since this is a contested solicitation, there will be no
discretionary authority on
       any matters as to proxies solicited by you. Please revise to clarify.

Certain Additional Information, page 14

   12. You state: "You are advised to read this Proxy Statement and other
relevant documents
       when they become available because they will contain important
information." Revise to
       specify the "other relevant documents" to which you are referring here.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3263.


                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
and Acquisitions