UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Navient Funding, LLC

(Exact name of Depositor as specified in its charter)

Navient Solutions, Inc.

(Exact name of Sponsor as specified in its charter)

c/o Deutsche Bank Trust Company

Delaware

60 Wall Street, 27th Floor

Mailstop NYC 60 2720

New York, New York

10005

 

	(Address of principal executive offices)

 

 

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:

 

☐	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))

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The consent of 100% of the holders of the Class A-3 Notes and Class B Notes of the SLM Student Loan Trust 2012-1 (the “2012-1 Trust”) was solicited beginning September 26, 2016, in an effort to extend the Class A-3 Maturity Date to the May 2055 Distribution Date and to extend the Class B Maturity Date to the May 2055 Distribution Date, pursuant to a Supplemental Indenture No. 1A (“Supplemental Indenture 1A”) proposed to be entered into among the 2012-1 Trust, Deutsche Bank National Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee, and Deutsche Bank National Trust Company, not in its individual capacity but solely as Indenture Trustee.

 

While consents ceased being actively solicited on December 20, 2016, the final expiration date of the solicitations, the only effect of that date was to make revocable all consents previously obtained.  No revocation of any consent previously obtained has been received.

 

As of December 27, 2016, it was determined that it was unlikely that any consents would be obtained from the Non-Consenting Noteholders, and that it was unlikely that the Class A-3 and Class B solicitation would result in Supplemental Indenture 1A being entered into, the Class A-3 Maturity Date being extended to May 2055 or the Class B Maturity Date being extended to May 2055.  However, to the extent that in the future consents are received from all Non-Consenting Noteholders, no Class A-3 and Class B consents have been revoked, and the received consents together represent 100% of the then-current holders of each of the Class A-3 Notes and the Class B Notes, Supplemental Indenture 1A may still be entered into and the Class A-3 Maturity date may still be extended to the May 2055 Distribution Date and the Class B Maturity date may still be extended to the May 2055 Distribution Date.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.