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)
October 24, 2005
NELNET, INC.
(Exact name of registrant as specified in its charter)
Nebraska | 001-31924 | 84-0748903 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
121 South 13th
Street Suite 201 Lincoln, Nebraska |
68508 | |
(Address of principal executive offices) | (Zip Code) |
(Registrant's telephone number, including area code) (402) 458-2370
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On
October 25, 2005, Nelnet, Inc. completed the acquisition of $2.2 billion of student
loans originated under the Federal Family Education Loan Program of the U.S. Department
of Education from Chela Education Financing, Inc. in a cash transaction for
approximately $109 million over the par value of the student loan portfolio and related
accrued interest. As part of this asset purchase, Nelnet also acquired certain
servicing and origination assets and the rights to the Chela brand. The portfolio of
student loans and related accrued interest acquired by Nelnet were financed through
existing student loan warehouse facilities maintained in the ordinary course of
business. The agreement for this acquisition was previously reported in Nelnets
Current Report on Form 8-K filed on September 28, 2005.
On
October 25, 2005, Nelnet, Inc. issued a press release announcing this acquisition. A
copy of the press release is attached as an exhibit to this report.
The
brief description of the agreement as set forth above and included in the press release
does not purport to describe all of the terms of the agreement, and is qualified by
reference to the full text of the agreement, a copy of which is attached as an exhibit
to this report.
Item 8.01 Other
Events.
On
October 24, 2005, Nelnet, Inc. acquired the outstanding stock of LoanSTAR Funding Group,
Inc., a wholly-owned student loan subsidiary of Greater Texas Foundation, including
LoanSTAR Funding Groups student loan portfolio of approximately $864 million
primarily originated under the Federal Family Education Loan Program of the U.S.
Department of Education, and related debt, as well as the companys sales and
marketing operations. In addition, Nelnet acquired the servicing assets of LoanSTAR
Systems, Inc., a non-profit Texas corporation and wholly-owned subsidiary of Greater
Texas Foundation. The agreement for this acquisition was previously reported in Nelnets
Current Report on Form 8-K filed on October 3, 2005.
On
October 24, 2005, Nelnet, Inc. issued a press release announcing this acquisition. A
copy of the press release is attached as an exhibit to this report.
The
brief description of the agreement as set forth above and included in the press release
does not purport to describe all of the terms of the agreement, and is qualified by
reference to the full text of the agreement, a copy of which was attached as an exhibit
to Nelnets Current Report on Form 8-K filed on October 3, 2005.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
Financial
statements for the assets and businesses acquired as reported herein are not
required to be filed with this report. |
(b)
Pro forma financial information.
Pro
forma financial statements which give effect to the acquisitions reported
herein are not required to be filed with this report. |
(c)
Exhibits. The following exhibits are filed as part of this report:
2.1 | Stock and Asset Purchase Agreement dated as of October 3, 2005 among Nelnet, Inc., NNI Acquisition Servicing Limited Partnership, Greater Texas Foundation, and LoanSTAR Systems, Inc., previously filed as Exhibit 2.1 to Nelnets Current Report on Form 8-K filed on October 3, 2005 and incorporated herein by reference. |
2.2 | Asset Purchase Agreement dated as of September 27, 2005, among Nelnet, Inc., Chela Education Financing, Inc. and The Education Financing Foundation of California |
99.1 | Press release by Nelnet, Inc. dated October 24, 2005 - Nelnet completes acquisition of LoanSTAR Funding Group and related servicing assets of LoanSTAR Systems |
99.2 | Press release by Nelnet, Inc. dated October 25, 2005 - Nelnet completes acquisition of student loan portfolio and related servicing and origination assets from Chela |
SIGNATURES
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.
Dated: | October 26, 2005 | NELNET, INC. | |
By: | /s/ TERRY J. HEIMES | ||
|
|||
Name: Terry J. Heimes | |||
Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
2.1 | Stock and Asset Purchase Agreement dated as of October 3, 2005 among Nelnet, Inc., NNI Acquisition Servicing Limited Partnership, Greater Texas Foundation, and LoanSTAR Systems, Inc., previously filed as Exhibit 2.1 to Nelnets Current Report on Form 8-K filed on October 3, 2005 and incorporated herein by reference. | |
2.2 | Asset Purchase Agreement dated as of September 27, 2005, among Nelnet, Inc., Chela Education Financing, Inc. and The Education Financing Foundation of California | |
99.1 | Press release by Nelnet, Inc. dated October 24, 2005 - Nelnet completes acquisition of LoanSTAR Funding Group and related servicing assets of LoanSTAR Systems | |
99.2 | Press release by Nelnet, Inc. dated October 25, 2005 - Nelnet completes acquisition of student loan portfolio and related servicing and origination assets from Chela |