NAVIENT CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
On
The offering of the Notes was made pursuant to the Company's shelf registration
statement on Form S-3 (Registration No. 333-218415) filed with the
In connection with the offering of the Notes, the Company entered into an
Underwriting Agreement, dated
The Notes were issued under the base indenture, dated as of
The Underwriting Agreement, the Indenture and the form of global note for the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information related to the Indenture in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01(d). Financial Statements and Exhibits.
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact,
but rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party
in connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what
may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other
date or dates as may be specified in the agreement and are subject to more
recent developments.
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Accordingly, these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this report and the
Company's other public filings, which are available without charge through the
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Exhibit
No. Description
Exhibit 1.1* Underwriting Agreement, dated January 23, 2020 , among the
Company and RBC Capital Markets, LLC , BofA Securities, Inc. and
J.P. Morgan Securities LLC , as representatives of the
Underwriters named therein.
Exhibit 4.1 Indenture, dated as of July 18, 2014 , between the Company and
The Bank of New York Mellon , as trustee (Incorporated by
reference to Exhibit 4.1 of the Company's Form S-3 filed on
July 18, 2014 ).
Exhibit 4.2* Eleventh Supplemental Indenture, dated as of January 27, 2020 ,
between the Company and The Bank of New York Mellon , as
trustee.
Exhibit 4.3* Form of Note for 5.00% Senior Notes due 2027 - included as
part of Exhibit 4.2 hereto.
Exhibit 5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP .
Exhibit 23.1* Consent of Skadden, Arps, Slate, Meagher & Flom LLP - included
as part of Exhibit 5.1 hereto.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
* Filed herewith.
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