News Column

NAVIENT STUDENT LOAN TRUST 2014-2 FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

August 14, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Closing of Navient Student Loan Trust 2014-2.

Navient Student Loan Trust 2014-2 (the "Trust") was formed on July 17, 2014 pursuant to the Trust Agreement (the "Trust Agreement"), dated as of July 17, 2014, among Navient Funding, LLC ("Navient Funding"), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as the eligible lender trustee (the "Eligible Lender Trustee") and Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as the Delaware trustee (the "Delaware Trustee"). The Trust Agreement was amended and restated as of August 14, 2014 pursuant to the Amended and Restated Trust Agreement by and among Navient Funding, the Eligible Lender Trustee, Deutsche Bank National Trust Company, as indenture trustee (the "Indenture Trustee") and the Delaware Trustee.

On August 5, 2014, Navient Funding, Navient Credit Finance Corporation ("Navient CFC") and Navient Corporation on the one hand, Barclays Capital Inc. and Deutsche Bank Securities Inc. (the "Representatives"), each on behalf of itself and Barclays Capital Inc. and Deutsche Bank 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 August 7, 2014, Navient Funding, Navient CFC and Navient Corporation on the one hand, and the Representatives, each on behalf of itself and Barclays Capital Inc. and Deutsche Bank 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 August 14, 2014, by and among Navient Funding, Navient CFC and Deutsche Bank Trust Company Americas, 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 August 14, 2014, by and among Blue Ridge Funding LLC ("Blue Ridge Funding"), Deutsche Bank Trust Company Americas, 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 August 14, 2014, by and among VL Funding LLC ("VL Funding"), Deutsche Bank Trust Company Americas, 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; (d) the Interim Trust Agreement, dated as of August 14, 2014, by and between Navient Funding and the Interim Eligible Lender Trustee; (e) the Interim Trust Agreement, dated as of August 14, 2014, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee; (f) the Interim Trust Agreement, dated as of August 14, 2014, by and between VL Funding and the VL Funding Eligible Lender Trustee; (g) the Indenture, dated as of August 14, 2014, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee; (h) the Sale Agreement, dated as of August 14, 2014, by and among the Trust, the Eligible Lender Trustee, Navient Funding and the Interim Eligible Lender Trustee; (i) the Administration Agreement, dated as of August 14, 2014, 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 (j) the Servicing Agreement, dated as of August 14, 2014, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.

On August 14, 2014, the Trust issued $263,000,000 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 August 5, 2014,

by and among Navient Funding, Navient CFC, Navient Corporation and

the Representatives.

1.2 Pricing Agreement relating to the Notes, dated August 7, 2014, by

and among Navient Funding, Navient CFC, Navient Corporation and the

Representatives.

4.1 Amended and Restated Trust Agreement, dated as of August 14, 2014,

by and among Navient Funding, the Eligible Lender Trustee, the

Indenture Trustee and the Delaware Trustee.

4.2 Navient Funding Interim Trust Agreement, dated as of August 14,

2014, by and between Navient Funding and the Interim Eligible Lender

Trustee.

4.3 Blue Ridge Funding Interim Trust Agreement, dated as of August 14,

2014, by and between Blue Ridge Funding and the Blue Ridge Funding

Eligible Lender Trustee.

4.4 VL Funding Interim Trust Agreement, dated as of August 14, 2014, by

and between VL Funding and the VL Funding Eligible Lender Trustee.

4.5 Indenture, dated as of August 14, 2014, by and among the Trust, the

Eligible Lender Trustee and the Indenture Trustee.

5.1* Opinion of Richards, Layton & Finger, P.A., dated August 14, 2014,

with respect to due authorization and enforceability of the Notes.

99.1 Purchase Agreement, dated as of August 14, 2014, by and among

Navient Funding, the Interim Eligible Lender Trustee and Navient

CFC.

99.2 Purchase Agreement, dated as of August 14, 2014, 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 August 14, 2014, by and among VL

Funding, the VL Funding Eligible Lender Trustee, Navient Funding,

the Interim Eligible Lender Trustee and the Servicer.

99.4 Sale Agreement, dated as of August 14, 2014, by and among Navient

Funding, the Interim Eligible Lender Trustee, the Eligible Lender

Trustee and the Trust.

99.5 Administration Agreement, dated as of August 14, 2014, by and among

the Trust, the Administrator, Navient Funding, the Eligible Lender

Trustee, the Servicer and the Indenture Trustee.

99.6 Servicing Agreement, dated as of August 14, 2014, by and among the

Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.



* Previously filed on Form 8-K dated August 14, 2014.

--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters