Navient Corporation (“Navient”), the nation’s leading loan
management, servicing and asset recovery company, today announced
that the Early Tender Date (as defined below) in respect of its
previously announced modified “Dutch Auction” tender offer (the
“Offer”) for a portion of its outstanding 6.000% Medium Term Notes,
Series A due January 25, 2017 (the “Notes”) expired at 5:00 p.m.,
New York City time, on December 15, 2015 (the “Early Tender Date”).
As of the Early Tender Date, Navient received valid tenders from
holders of $434,760,000 in aggregate principal amount of the Notes
at various bid prices within the acceptable bid price range of
$1,022.50 to $1,032.50 per $1,000 principal amount. The aggregate
amount of Notes validly tendered and not withdrawn at the Early
Tender Date exceeded the Tender Cap ($350 million in aggregate
principal amount of the Notes); therefore, Navient will accept for
purchase $351,884,000 in aggregate principal amount of the Notes
validly tendered in the Offer at the Clearing Price (as defined in
the Amended Offer to Purchase (as defined below)). There will be a
Clearing Price, without proration, and all Notes validly tendered
at the Clearing Price will be accepted.
Holders who validly tendered and did not validly withdraw their
Notes at or prior to the Early Tender Date and whose Notes are
accepted for payment will receive the Total Consideration of
$1,030.00 per $1,000 principal amount, which includes the Early
Tender Payment of $30.00 per $1,000 principal amount of Notes.
Holders whose Notes are accepted by Navient for purchase pursuant
to the Offer will also receive accrued and unpaid interest on their
Notes accepted for purchase, up to, but excluding, the Settlement
Date (as defined below). Payment of the Total Consideration and
accrued and unpaid interest to such holders will take place on or
about December 31, 2015, subject to the satisfaction or waiver of
the conditions specified in the Amended Offer to Purchase (the
“Settlement Date”).
Previously validly tendered Notes cannot be withdrawn after the
Withdrawal Date, which also occurred at 5:00 p.m., New York City
time, on December 15, 2015, and holders who validly tender Notes
after the Withdrawal Date do not have withdrawal rights. The Offer
will expire at 12:00 midnight, New York City time, at the end of
December 30, 2015, unless extended or earlier terminated by Navient
in its sole discretion (the “Expiration Date”). Because the
aggregate principal amount of Notes validly tendered and not
withdrawn exceeded the Tender Cap at the Early Tender Date, Navient
is exercising its option, as described in the Amended Offer to
Purchase, not to continue to accept for purchase additional Notes
validly tendered after the Early Tender Date.
All Notes not accepted promptly following the Early Tender Date
because they were tendered at prices in excess of the Clearing
Price, and all Notes tendered after the Early Tender Date, will be
rejected from the Offer and will be returned to tendering Holders
promptly following the Expiration Date.
The terms and conditions of the Offer are described in the
Amended Offer to Purchase and in the related Amended Letter of
Transmittal. Questions regarding the Offer may be directed to BofA
Merrill Lynch, Liability Management Group, at 888-292-0070 (U.S.
toll-free) and 980-387-3907 (collect) and Credit Suisse Securities
(USA) LLC, Liability Management Group, at 800-820-1653 (U.S.
toll-free) and 212-538-2147 (collect). Copies of the Amended Offer
to Purchase and the related Amended Letter of Transmittal may be
obtained from the Information Agent for the Offer, D.F. King &
Co., Inc. at 866-828-9088 (U.S. toll-free) and 212-269-5550
(collect) or email navient@dfking.com.
This press release is for informational purposes only. This
announcement does not constitute an offer to purchase or a
solicitation of any offer to sell the Notes or any other securities
or a notice of redemption. The Offer is being made solely by the
Amended Offer to Purchase, dated December 4, 2015 (the “Amended
Offer to Purchase”), and the related Amended Letter of
Transmittal.
The Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of Navient,
as the case may be, by the dealer manager, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About the Company
As the nation's leading loan management, servicing and asset
recovery company, Navient (Nasdaq:NAVI) helps customers navigate
the path to financial success. Servicing more than $300 billion in
student loans, the company supports the educational and economic
achievements of more than 12 million Americans. A growing number of
public and private sector clients rely on Navient for proven
solutions to meet their financial goals. Learn more at
navient.com.
Forward‐Looking
Statements
This press release includes forward-looking statements relating
to future events or the company’s future results. These statements
are forward-looking statements within the meaning of Section 27A of
the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, and are intended to come within the safe
harbor protection provided by those sections. Generally, words such
as “may,” “will,” “should,” “could,” “would,” “anticipate,”
“expect,” “intend,” “estimate,” “plan,” “project,” “continue,”
“goal” and “believe,” or other variations on these and other
similar expressions identify forward-looking statements. Statements
that are not historical facts, including statements about the
company’s beliefs, opinions, or expectations and statements that
assume or are dependent upon future events, are forward-looking
statements. Forward-looking statements are subject to risks,
uncertainties, assumptions and other factors that may cause actual
results to be materially different from those reflected in such
forward-looking statements. Forward-looking statements are based
upon assumptions as to future events or the company’s future
financial performance that may not prove to be accurate. These
statements speak only as of the date they were made, and the
company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Actual outcomes and results may differ
materially from what is expressed or implied in these
forward-looking statements. The forward-looking statements, as well
as the company’s prospects as a whole, are subject to risks and
uncertainties, including, among others, the following: increases in
financing costs; limits on liquidity; increases in costs associated
with compliance with laws and regulations; changes in accounting
standards and the impact of related changes in significant
accounting estimates; any adverse outcomes in any significant
litigation to which the company is a party; credit risk associated
with the company’s exposure to third parties, including
counterparties to the company’s derivative transactions; risks
inherent in the government contracting environment, including the
possible loss of government contracts and potential civil and
criminal penalties as a result of governmental investigations or
audits; and changes in the terms of student loans and the
educational credit marketplace (including changes resulting from
new laws and the implementation of existing laws). The company
could also be affected by, among other things: changes in its
funding costs and availability; reductions to its credit ratings or
the credit ratings of the United States of America; failures of its
operating systems or infrastructure, or those of third-party
vendors; risks related to cybersecurity including the potential
disruption of its systems or potential disclosure of confidential
customer information; damage to its reputation; failures to
successfully implement cost-cutting initiatives and adverse effects
of such initiatives on its business; failures or delays in the
planned conversion to its servicing platform of the acquired Wells
Fargo portfolio of Federal Family Education Loan Program (“FFELP”)
loans or any other FFELP or Private Education Loan portfolio
acquisitions; risks associated with restructuring initiatives;
risks associated with the April 30, 2014 separation of Navient and
SLM Corporation into two, distinct publicly traded companies,
including failure to achieve the expected benefits of the
separation; changes in the demand for educational financing or in
financing preferences of lenders, educational institutions,
students and their families; changes in law and regulations with
respect to the student lending business and financial institutions
generally; increased competition including from banks, other
consumer lenders and other loan servicers; the creditworthiness of
its customers; changes in the general interest rate environment,
including the rate relationships among relevant money-market
instruments and those of its earning assets versus its funding
arrangements; changes in general economic conditions; its ability
to successfully effectuate any acquisitions and other strategic
initiatives; and changes in the demand for debt management
services.
For more information regarding these risks and uncertainties as
well as certain additional risks that the company faces, readers
should review the risks described in the Amended Offer to Purchase
and those incorporated by reference therein, including those risks
detailed under Item 1A, “Risk Factors” under the company’s annual
report on Form 10-K for the year ended December 31, 2014, filed
with the SEC on February 27, 2015, the company’s quarterly reports
on Form 10-Q for the quarters ended March 31, 2015 filed with the
SEC on April 30, 2015; June 30, 2015, filed with the SEC on August
3, 2015; and September 30, 2015, filed with the SEC on October 30,
2015 and subsequent reports and registration statements filed from
time to time with the SEC.
Contact:
Media: Patricia Nash Christel, 302-283-4076, patricia.christel@navient.com
Investors: Joe Fisher, 302-283-4075, joe.fisher@navient.com
Customers: 888-272-5543
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