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): | February 26, 2015 |
Navient Student Loan Trust 2015-1
________________________________________
(Exact name of issuer as specified in its charter)
Navient Funding, LLC
(Exact name of Depositor as specified in its charter)
Navient Solutions, Inc.
(Exact name of Sponsor as specified in its charter)
| Delaware | 333-190926 333-190926-11 | 04-3480392 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification Number) |
c/o Wells Fargo Delaware Trust Company, N.A. 919 North Market Street, Suite 1600 Wilmington, Delaware 19801 | ||
_________________________________ (Address of principal executive offices) |
| Issuer’s telephone number, including area code: | 703 984-5858 |
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))
Item 1.01 Entry into a Material Definitive Agreement.
Closing of Navient Student Loan Trust 2015-1.
Navient Student Loan Trust 2015-1 (the “Trust”) was formed on February 4, 2015 pursuant to the Trust Agreement (the “Trust Agreement”), dated as of February 4, 2015, between Navient Funding, LLC (“Navient Funding”) and Wells Fargo Delaware Trust Company, N.A., as owner trustee (the “Owner Trustee”). The Trust Agreement was amended and restated as of February 26, 2015 pursuant to the Amended and Restated Trust Agreement by and among Navient Funding, the Owner Trustee and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”).
On February 17, 2015, Navient Funding, Navient Credit Finance Corporation (“Navient CFC”) and Navient Corporation on the one hand, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Representatives”), each on behalf of itself and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. on the other, executed and delivered the Underwriting Agreement relating to the Student Loan-Backed Notes (the “Notes”) to be issued by the Trust. On February 17, 2015, Navient Funding, Navient CFC and Navient Corporation on the one hand, and the Representatives, each on behalf of itself and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. on the other, executed and delivered the Pricing Agreement relating to the Notes.
In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, Navient CFC and Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for the benefit of Navient Funding (the “Interim Eligible Lender Trustee”); (b) the Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding LLC (“Blue Ridge Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for Blue Ridge Funding (the “Blue Ridge Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and Navient Solutions, Inc., as the servicer (the “Servicer”); (c) the Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, LLC (“Red Wolf Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for Red Wolf Funding (the “Red Wolf Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and the Servicer; (d) the Purchase Agreement, dated as of February 26, 2015, by and among VL Funding LLC (“VL Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for VL Funding (the “VL Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and the Servicer; (e) the Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee; (f) the Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee; (g) the Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee; (h) the Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee; (i) the Indenture, dated as of February 26, 2015, by and among the Trust, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”) and the Indenture Trustee; (j) the Eligible Lender Trust Agreement, dated as of February 26, 2015, between the Trust and the Eligible Lender Trustee; (k) the Sale Agreement, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee, Navient Funding and the Interim Eligible Lender Trustee; (l) the Administration Agreement, dated as of February 26, 2015, by and among the Trust, Navient Solutions, Inc., in its capacity as administrator (the “Administrator”), the Eligible Lender Trustee, the Servicer, Navient Funding and the Indenture Trustee; and (m) the Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
On February 26, 2015, the Trust issued $1,000,000,000 of its Student Loan-Backed Notes.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Trust used the net proceeds of these notes to purchase the student loans.
Item 9.01 Financial Statements and Exhibits
Exhibits | |
1.1 | Underwriting Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives. |
1.2 | Pricing Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives. |
4.1 | Amended and Restated Trust Agreement, dated as of February 26, 2015, by and among Navient Funding, the Owner Trustee and the Indenture Trustee. |
4.2 | Navient Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee. |
4.3 | Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee. |
4.4 | Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee |
4.5 | VL Funding Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee |
4.6 | Indenture, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. |
| 4.7 | Eligible Lender Trust Agreement, dated as of February 26, 2015, by and between the Eligible Lender Trustee and the Trust. |
5.1* | Opinion of Richards, Layton & Finger, P.A., dated February 26, 2015, with respect to due authorization and enforceability of the Notes. |
99.1 | Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee and Navient CFC. |
99.2 | Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer. |
99.3 | Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer. |
99.4 | Purchase Agreement, dated as of February 26, 2015, by and among VL Funding, the VL Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer |
99.5 | Sale Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. |
99.6 | Administration Agreement, dated as of February 26, 2015, by and among the Trust, the Administrator, Navient Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. |
99.7 | Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. |
* Previously filed on Form 8-K dated February 26, 2015.
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.
NAVIENT STUDENT LOAN TRUST 2015-1 | |||||||
By: Navient Funding, LLC | |||||||
Dated: February 26, 2015 | By: /s/ Mark D. Rein | ||||||
| Name: Mark D. Rein | |||||||
| Title: Vice President | |||||||
INDEX TO EXHIBITS
Exhibit Number | Description |
1.1 | Underwriting Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives. |
1.2 | Pricing Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives. |
4.1 | Amended and Restated Trust Agreement, dated as of February 26, 2015, by and among Navient Funding, the Owner Trustee and the Indenture Trustee. |
4.2 | Navient Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee. |
4.3 | Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee. |
4.4 | Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee |
4.5 | VL Funding Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee |
4.6 | Indenture, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. |
4.7 | Eligible Lender Trust Agreement, dated as of February 26, 2015, by and between the Eligible Lender Trustee and the Trust. |
5.1* | Opinion of Richards, Layton & Finger, P.A., dated February 26, 2015, with respect to due authorization and enforceability of the Notes. |
99.1 | Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee and Navient CFC. |
99.2 | Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer. |
99.3 | Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer. |
99.4 | Purchase Agreement, dated as of February 26, 2015, by and among VL Funding, the VL Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer |
| 99.5 | Sale Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. |
99.6 | Administration Agreement, dated as of February 26, 2015, by and among the Trust, the Administrator, Navient Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. |
99.7 | Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. |
* Previously filed on Form 8-K dated February 26, 2015.