Navient : Preliminary proxy statement containing contested solicitations

Background of the Solicitation

Over the last several years, representatives of the Company met with representatives of Canyon as a part of the Company's ordinary course engagement with the Company's shareholders and its equity and asset-backed securities investors.

On December 21, 2017, Canyon notified the Company that it intended to file notices under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to enable Canyon to acquire more than $80.8 million of the Company's Common Stock, including shares that Canyon already owned.

On December 28, 2017, Canyon sent the Company a notice that it intended to file on December 28, 2017 a corrective filing with the Federal Trade Commission for shares acquired in November 2017 in excess of $80.8 million of the Company's Common Stock and its planned acquisition of shares in excess of $161.5 million.

On February 14, 2018, Canyon filed a Schedule 13G with the SEC disclosing an aggregate beneficial ownership of 15,250,281 shares of the Company's Common Stock, representing approximately 5.8% of the outstanding shares, and noting that such shares were not acquired to effect change or influence control of the Company.

On March 2, 2018, Canyon sent a letter to Jack Remondi, the Company's Chief Executive Officer and President, with copies to the Board, Christian Lown, the Company's Chief Financial Officer, and Joe Fisher, the Company's Vice President, Investor Relations, sharing Canyon's perspective on the Company's performance. Canyon expressed concern about the Company's expenses and recommended that the Board and management retain an advisor to review, among other things, the Company's capital return, acquisitions, growth strategy, portfolio wind downs and management incentive program.

On March 5, 2018, Mr. Remondi, Mr. Lown and Mr. Fisher had a telephone conference with Jonathan Heller, a partner at Canyon, during which Mr. Heller followed up on the letter sent on March 2, 2018 and recommended that the Company hire a financial advisor. Mr. Heller also suggested that the Company make a public announcement about hiring the financial advisor.

On April 2, 2018, the Company filed a Form 8-Kdisclosing that, on March 27, 2018, John K. Adams, a member of the Board and Chair of the Finance and Operations Committee of the Board, informed the Company that he would not stand for re-electionto the Company's Board at the 2018 Annual Meeting.

On April 4, 2018, Canyon converted to a non-passiveholder by filing a Schedule 13D with the SEC (the 'Schedule 13D') disclosing an aggregate beneficial ownership of 20,441,712 shares of the Company's Common Stock, representing, as of that date, approximately 7.8% of the outstanding shares. In the Schedule 13D, Canyon disclosed that, among other things, since one director would not be standing for election at the 2018 Annual Meeting, Canyon intended to discuss potential director candidates with the Company's management and the Board. According to the Schedule 13D, Canyon also intended, among other things, to communicate with the Company's management and the Board regarding certain strategic alternatives and transactions, including a possible sale of the Company or certain of its businesses or assets.

Also, on April 4, 2018, the Company issued a press release acknowledging Canyon's Schedule 13D filing and stating that the Company regularly engages in 'discussions with shareholders, and [would] engage with Canyon to discuss potential board nominees and to continue to learn more about their ideas toward our common goal of enhancing shareholder value.'

On April 11, 2018, Canyon sent Frederick Arnold's resume to Mr. Fisher and requested that the Board consider Mr. Arnold as a director candidate.

On April 13, 2018, Mr. Heller and Mr. Fisher had a telephone conversation, during which Mr. Heller communicated Canyon's interest in meeting the Board to discuss potential Board nominees and Canyon's views regarding ways to improve the Company's performance.

On May 4, 2018, Canyon filed Amendment No. 1 to its Schedule 13D disclosing an increase in its ownership of the Company's Common Stock. Pursuant to Canyon's amended Schedule 13D, Canyon disclosed an aggregate beneficial ownership of 25,435,480 shares of the Company's Common Stock, representing, as of that date, approximately 9.6% of the outstanding shares.

Also, on May 4, 2018, the Nominations and Governance Committee discussed Canyon's communications regarding potential Board candidates and decided to approach Canyon for a recommendation of additional director candidates.

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