Navient Holdings completes reorganization, becomes successor issuer on Nasdaq

Navient Holdings, Inc. (NASDAQ:NAVI) announced Wednesday it has completed a corporate reorganization, becoming the successor issuer to Navient Corporation. The transaction was finalized Tuesday through a merger in which Navient Corporation merged with and into a subsidiary, now renamed Navient LLC, with Navient Holdings as the new holding company.

As a result of the reorganization, each outstanding share of Navient Corporation common stock was automatically converted into one share of Navient Holdings common stock. The conversion did not require any action by shareholders, and there was no exchange of physical stock certificates for shares held in book entry. The company stated the transaction is intended to be tax-free for U.S. federal income tax purposes.

Navient Holdings common stock will begin trading on the Nasdaq Global Select Market under the symbol “NAVI” on Thursday. Shares of Navient Corporation have been delisted from Nasdaq in connection with the reorganization. Navient Holdings said it intends to file a Form 15 with the Securities and Exchange Commission to terminate the registration of Navient Corporation’s common stock.

The company reported that the assets, businesses, and operations of Navient Holdings, on a consolidated basis, are not materially different from those of Navient Corporation prior to the reorganization.

The reorganization did not result in changes to the board of directors or executive officers. Edward Bramson will serve as president and chief executive officer, and Steve M. Hauber as executive vice president, chief financial officer, and principal accounting officer. The board committees and their chairs remain consistent with prior assignments.

Navient Holdings also adopted amended and restated compensation and incentive plans, with no material changes except to reflect the new holding company structure. The company’s articles of incorporation, bylaws, and code of business conduct were updated to reflect the reorganization, with no substantive modifications beyond those necessary for the transition.

This information is based on a statement in a press release and a filing with the U.S. Securities and Exchange Commission.