0001262279-15-000011.txt : 20150514 0001262279-15-000011.hdr.sgml : 20150514 20150514163215 ACCESSION NUMBER: 0001262279-15-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150514 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20150514 DATE AS OF CHANGE: 20150514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31825 FILM NUMBER: 15863337 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 BUSINESS PHONE: 617 638-2000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 8-K 1 form8k.htm FORM 8-K form8k.htm
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): May 14, 2015
 
The First Marblehead Corporation
(Exact name of registrant as specified in charter)
 
Delaware
  
001-31825
  
04-3295311
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

One Cabot Road, Suite 200
Medford, Massachusetts
  
 
02155
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:  (800) 895-4283
 
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 (see General Instruction A.2. below):
 
¨           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
 
Loan Origination Services Agreement Amendment
 
On May 14, 2015, First Marblehead Education Resources, Inc. (“FMER”), a wholly owned subsidiary of The First Marblehead Corporation (the “Corporation”), entered into a first amendment (the “First Amendment”), effective as of May 14, 2015, to that certain loan origination services agreement (the “Services Agreement”) dated as of November 10, 2014 (the “Services Agreement Effective Date”) with Nelnet Servicing, LLC d/b/a Firstmark Services (“Firstmark Services”).  The First Amendment provides for, among other things, the following –
 
Phase I Deadline.  Under the Services Agreement, Firstmark Services had agreed to begin performing loan origination services, including application intake, call center services, the majority of loan processing services and certain program support functions (collectively, the “Services”), in connection with the Monogram®-based loan programs offered by the Corporation’s lender clients in effect as of the Services Agreement Effective Date (collectively, the “Phase I Programs”) by no later than January 31, 2015 (the “Original Phase I Implementation Deadline”).  Pursuant to the First Amendment, FMER and Firstmark Services have agreed to extend the Original Phase I Implementation Deadline to October 20, 2015.  The Services Agreement continues to provide that Firstmark Services will begin to perform the Services for each Phase I Program after, among other things, FMER and the applicable lender client have each provided written approval of Firstmark Services’ loan processing platform and performance of related functions.
 
    Term and Termination.  Pursuant to the First Amendment, FMER may terminate the Services Agreement if FMER determines, after consultation with Firstmark Services, that the testing criteria related to the implementation of the Phase I Programs have not been met by August 31, 2015.
 
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
THE FIRST MARBLEHEAD CORPORATION
 
Date:  May 14, 2015
By:
/s/ Alan Breitman
 
Alan Breitman
Managing Director and Chief Financial Officer