Item 1.01. Entry into a Material Definitive Agreement.

On January 27, 2020, Navient Corporation (the "Company") entered into a Stock Repurchase Agreement (the "Stock Repurchase Agreement") with Canyon Capital Advisors LLC and certain of its affiliates (collectively, "Canyon") to repurchase 20,346,464 shares of the Company's common stock, par value $0.01 per share, from Canyon at $14.77 per share, for an aggregate purchase price of approximately $300,517,274 (the "Repurchase"). The Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The Repurchase was made in conjunction with the Company's existing share repurchase program and was approved by the Audit Committee of the Company's Board of Directors (the "Board") in accordance with the Company's related persons transaction policy and by the Board. The Repurchase is scheduled to close on January 29, 2020.

The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Repurchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On January 28, 2020, the Company issued a press release announcing the entry into the Stock Repurchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits

 Exhibit
   No.                                         Exhibit

   10.1            Stock Repurchase Agreement, dated as of January 27, 2020, by and
                 among Navient Corporation, Canyon Capital Advisors LLC and its
                 affiliates

   99.1            Press Release, dated as of January 28, 2020

   104           Cover Page Interactive Data File (the Cover Page Interactive Data
                 File is embedded within the Inline XBRL document)

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