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): May 7, 2024

________________________________

 

Navient Corporation

(Exact name of registrant as specified in its charter)

________________________________

 

Delaware

 

001-36228

 

46-4054283

(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 1.01 Entry into a Material Definitive Agreement.

 

On May 7, 2024, Navient Solutions, LLC (“Navient”), a Delaware limited liability company and a wholly owned subsidiary of Navient Corporation (the “Company”), and Higher Education Loan Authority of the State of Missouri (“MOHELA”), a leading provider of student loan servicing for government and commercial enterprises and a body politic and corporate and public instrumentality of the State of Missouri, entered into a Master Terms Agreement (the “MTA”).  The effective date of the MTA is May 7, 2024 (the “Effective Date”).    

 

Pursuant to the MTA, Navient will outsource its student loan servicing operations to MOHELA.  MOHELA will act as sub-servicer for student loan portfolios that are currently serviced by Navient and for any new loans that Navient acquires or disburses after the Effective Date.  MOHELA is expected to begin servicing such loans in the third quarter of 2024, subject to the completion of the transfer of approximately 900 Navient employees to MOHELA and satisfaction of other conditions set out in the MTA.

 

The MTA includes customary representations, warranties, covenants and agreements related to servicing and custody of loans; proprietary rights; transfer of personnel; performance and service requirements; change of control procedures and quality assurance; use of third parties; audit, regulatory and compliance, and confidentiality rights and obligations; data safeguards; and default and termination.  The MTA also includes provisions related to the transition services support that the Company may provide for a period of up to eighteen months following the Effective Date (or for such other period as agreed to by the parties).  Additionally, the MTA contains customary indemnification obligations of each party.

  

The MTA will continue in full force and effect for so long as any loans serviced under the MTA remain outstanding, unless terminated earlier in accordance with the termination provisions provided for in the MTA.

 

MOHELA will be entitled to fees based on the applicable services provided, in accordance with a schedule specified in the MTA.  

 

The foregoing description of the MTA is only a summary and is qualified in its entirety by reference to the complete terms of the MTA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item  9.01 Financial Statements and Exhibits.

 

(d)      Exhibits

 

Exhibit

Number 

 

Description

10.1#

 

Master Terms Agreement, dated as of May 7, 2024, by and between Navient Solutions, LLC and Higher Education Loan Authority of the State of Missouri.

104

 

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

 

#   Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. In addition, certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).

 

 

2

 

 

 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

 

 

 

 

Date: May 13, 2024

By:

/s/ Mark L. Heleen

 

 

Name:

Mark L. Heleen

 

 

Title:

Chief Legal Officer

 

 

 

3

 

 

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Cover
May 07, 2024
Document Information Line Items  
Entity Registrant Name Navient Corporation
Entity Central Index Key 0001593538
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date May 07, 2024
Entity File Number 001-36228
Entity Incorporation State Country Code DE
Entity Tax Identification Number 46-4054283
Entity Address Address Line 1 13865 Sunrise Valley Drive
Entity Address City Or Town Herndon
Entity Address State Or Province VA
Entity Address Postal Zip Code 20171
City Area Code 703
Local Phone Number 810-3000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stocks  
Document Information Line Items  
Security 12b Title Common stock, par value $.01 per share
Trading Symbol NAVI
Security Exchange Name NASDAQ
Senior Notes  
Document Information Line Items  
Security 12b Title 6% Senior Notes due December 15, 2043
Trading Symbol JSM
Security Exchange Name NASDAQ
Preferred Stock  
Document Information Line Items  
Security 12b Title Preferred Stock Purchase Rights
Security Exchange Name NASDAQ
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