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): September 19, 2024
Navient Corporation
|
| (Exact name of registrant as specified in its charter) |
Delaware
| | 001-36228
| | 46-4054283
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| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 13865 Sunrise Valley Drive, Herndon, Virginia | | 20171
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (703) 810-3000
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 (see General Instruction A.2. below):
| ☐ | 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
|
Preferred Stock Purchase Rights
| None
| 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 2.01. | Completion of Acquisition or Disposition of Assets. |
On September 19, 2024, Navient Corporation (the “Company”) completed the sale of its equity interests in Xtend Healthcare, LLC, which comprised the Company's healthcare services business in its Business Processing segment to Coding Solutions Acquisition, Inc. (CorroHealth) for $369 million ($365 million of total consideration, plus an estimated $4 million of working capital and other adjustments to the contractual price).
The unaudited pro forma financial information giving effect to the sale transaction is filed herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024. |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended December 31, 2023 and for the six months ended June 30, 2024. |
| • | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits.
| | |
| | Unaudited Pro Forma Condensed Consolidated Financial Statements. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 |
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| Date: September 20, 2024 |
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