Canyon Partners Issues Letter in Response to Navient Corporation's Letter and Press Release

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Feb 19, 2019, 09:00 ET

LOS ANGELES, Feb. 19, 2019 /PRNewswire/ -- Canyon Capital Advisors LLC (together with certain of its affiliates, "Canyon"), today sent a letter to the board of directors of Navient Corporation ("Navient") (NASDAQ: NAVI) in response to Navient's letter and press release issued on February 18, 2019.

The full text of the letter sent to Navient's board of directors can be read below:

February 19, 2019

Board of Directors
Navient Corporation ("Navient" or the "Company")
123 Justison Street
Wilmington, DE 19801

Re: Your Letter and Press Release of February 18

Members of the Board:

Canyon Capital Advisors LLC (together with certain of its affiliates, "Canyon") was surprised and frankly confused by the letter from Company Chairman Diefenderfer and the accompanying press release with respect to Canyon's indication of interest in acquiring the Company for $12.50 a share.

The letter and press release were hostile in tone and appeared to walk away from the confidential discussions we have been having with you for considerable time on what we thought was a friendly basis. They were publicly issued literally in the midst of Mr. Diefenderfer's and CEO Jack Remondi's telephone conversation with us with respect to Canyon's expression of interest – a conversation that the Company had requested.

Contrary to your press release, Canyon's expression of interest was not "unsolicited." Rather, the Company has solicited a proposal from Canyon to acquire the Company multiple times, in fact as recently as last Wednesday. The Company itself has acknowledged that value could be unlocked in taking the Company private. As the press release reflects, you have known since the fall of last year that Canyon was interested in the possibility of making an offer for the Company. The process of engaging on that score has been going on for months, including multiple meetings with you, and as you know Canyon brought in a partner to participate along with it. Indeed, Canyon has been scheduled to make a presentation to you on February 20 – two days from now – with respect to the potential acquisition.

Your press release and letter also correctly reflect that you and we have had a constructive and long-term relationship, at least until what can only be described as your "hostile walk away" yesterday. Until the press release and letter, the conversations with respect to an acquisition have been confidential, courteous and cooperative. While Canyon's bankers initially were hopeful that an offer could be made at $14-$15 a share, our due diligence raised material questions as to whether that would be justified. Despite that, we suggested a price that would constitute a 23% premium over the 60-day trailing volume weighted average price of the Company's stock. As we told you, that price was simply an initial indication of interest. We raised issues that we uncovered in our diligence and we told you that we had room to raise our price to the extent those issues were addressed. However, your letter and press release suggest you are declining to discuss them.

As shareholders, we question the Company's motivation for issuing the letter and press release notwithstanding the discussions that preceded them. Nonetheless, we remain prepared to engage with you on the issues we raised in the hope of ultimately arriving at a mutually satisfactory acquisition agreement. Please let us know if our planned meeting on February 20 is still going forward.

Sincerely,
Canyon Capital Advisors LLC,
on behalf of its managed funds and accounts

About Canyon Partners LLC
Founded and partner owned since 1990, Canyon employs a deep value, credit intensive approach across its investment platform. Canyon specializes in value-oriented special situation investments for endowments, foundations, pension funds, sovereign wealth funds, family offices and other institutional investors. The firm invests across a broad range of asset classes, including distressed loans, corporate bonds, convertible bonds, securitized assets, direct investments, real estate, arbitrage, and event-oriented equities. For more information visit: www.canyonpartners.com.

Cautionary Statement Regarding Forward-Looking Statements
All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation as to future results. Canyon disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Canyon has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties.

Media Contact:
Brian Schaffer
Prosek Partners
(646) 818-9229
[email protected]

SOURCE Canyon Partners, LLC