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EX-99.1 - JOINT NEWS RELEASE - NAVIENT CORP | jointnewsrelease.htm |
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
Date of Report (Date of earliest event reported): May 23,
2018
Navient Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(302) 283-8000
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))
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
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☐
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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. ☐
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ITEM 5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF
CERTAIN OFFICERS
On May
23, 2018, Navient Corporation (“Navient” or the
“Company”) announced that it has entered into a
strategic agreement with First Data Corporation (NYSE: FDC) whereby
First Data will acquire Navient’s student loan technology
platform. In connection with this agreement, and contingent upon
the transaction closing, John F. (Jeff) Whorley Jr.,
Navient’s Group President, Asset Management and Servicing,
will depart the Company to join First Data and become a member of
First Data’s Management Committee. Additionally, the Company
and Mr. Whorley intend to enter into a separation agreement,
the material terms of which will be disclosed on Form 8-K/A once an
agreement between the parties has been finalized.
ITEM 8.01
OTHER
EVENTS
On May
23, 2018, the Company and First Data issued a joint news release
entitled “First Data and Navient Announce Agreement on
Student Loan Technology” a copy of which is furnished
herewith as Exhibit 99.1.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
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Exhibit
Number
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Description
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SIGNATURES
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.
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NAVIENT CORPORATION
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Date:
May 23, 2018
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By:
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/s/
Mark L. Heleen
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Mark
L. Heleen
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Chief
Legal Officer
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