| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 4, 2021, Navient Corporation (the “Company”) completed a public offering of $750,000,000 aggregate principal amount of its 5.500% Senior Notes due 2029 (the “Notes”).
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-238750) filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2020, including a related prospectus and prospectus supplement filed with the SEC on May 28, 2020 and November 1, 2021, respectively.
In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated November 1, 2021 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein (together, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under the base indenture, dated as of July 18, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee, as amended by a thirteenth supplemental indenture, dated as of November 4, 2021 (the “Thirteenth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
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. |
