Navient Corp. Enters Material Definitive Agreement

TL;DR

Navient signed a big deal for its 2043 senior notes.

AI Summary

On August 7, 2024, Navient Corporation entered into a material definitive agreement related to its M6 Senior Notes due December 16, 2043. The filing also includes information on Regulation FD disclosures and financial statements, with exhibits provided.

Why It Matters

This filing indicates a significant contractual development for Navient Corporation concerning its long-term debt obligations, which could impact its financial structure and future borrowing capacity.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or alter existing ones, carrying inherent risks related to market conditions and company performance.

Key Players & Entities

• Navient Corporation (company) — Registrant
• M6 Senior Notes due December 16, 2043 (dollar_amount) — Debt Instrument
• August 7, 2024 (date) — Event Date

FAQ

Key Financial Figures

• $365 m — (" Xtend "), for cash consideration of $365 million, subject to certain customary adj

Filing Documents

• navi_8k.htm (8-K) — 41KB
• navi_ex991.htm (EX-99.1) — 8KB
• navi_ex21.htm (EX-2.1) — 637KB
• navi_ex991img1.jpg (GRAPHIC) — 4KB
• 0001654954-24-010452.txt ( ) — 990KB
• navi-20240807.xsd (EX-101.SCH) — 6KB
• navi-20240807_lab.xml (EX-101.LAB) — 16KB
• navi-20240807_cal.xml (EX-101.CAL) — 1KB
• navi-20240807_pre.xml (EX-101.PRE) — 12KB
• navi-20240807_def.xml (EX-101.DEF) — 5KB
• navi_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On August 7, 2024 (the " Signing Date "), Navient Corporation, a Delaware corporation (the " Company "), entered into a Sale and Purchase Agreement (the " Purchase Agreement ") with Coding Solutions Acquisition, Inc., a Delaware corporation (" CorroHealth " or the " Buyer "). Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions therein, the Company agreed to sell to the Buyer the Company's equity interests in Xtend Healthcare, LLC, a Tennessee limited liability company (" Xtend "), for cash consideration of $365 million, subject to certain customary adjustments (the " Transaction "). The Transaction covers and is intended to sell the healthcare services business of the Company's Business Processing Segment. The Purchase Agreement provides that the closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among other things, (i) the accuracy of each party's representations and warranties (subject to customary materiality standards), (ii) each party's compliance in all material respects with its pre-closing covenants, (iii) the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), (iv) the absence of any law or governmental order preventing, making illegal or prohibiting the consummation of the Transaction, (v) the absence of a Material Adverse Effect (as defined in the Purchase Agreement) that has occurred since August 7, 2024 and (vi) the delivery of customary closing deliverables, including entry into a transition services agreement, pursuant to which a subsidiary of the Company will agree to provide certain services to the Buyer for a period of time to be determined following the closing. The Buyer has access to debt financing from certain lenders that will

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On August 13, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, without limitation, statements regarding the ability of the parties to close the Transaction, including the satisfaction and waiver of customary closing conditions and regulatory approvals, the impact of the Transaction on the Company's stock price; the anticipated benefits of the Transaction for the Company's financial results, business performance, and/or product offerings; and other risks and uncertainties contained in our filings with the U.S. Securities and Exchange Commission (" SEC "), including the Company's most recently filed Annual Report on Form 10-K. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. These forward-looking statements speak only as of the date of this Current Report on Form 8-K

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 2.1* Sale and Purchase Agreement, dated August 7, 2024. 99.1 Press Release, dated August 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules to this Exhibit have been omitted. A copy of any omitted schedule will be furnished to the SEC upon request. 3 SIGNATURE 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 By: /s/ Joe Fisher Name: Joe Fisher Title: Chief Financial Officer Date: August 13, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR