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 18, 2006
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Nelnet, Inc.
(Exact name of registrant as specified in its charter)
Nebraska 001-31924 84-0748903
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 South 13th Street, Suite 201, Lincoln, Nebraska 68508
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(Address of principal executive offices) (ZipCode)
Registrant's telephone number, including area code (402) 458-2303
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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:
[ ] 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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Nelnet Student Loan Funding, LLC ("Nelnet Funding"), Nelnet Education
Loan Funding, Inc. and NHELP-III, Inc. are wholly owned subsidiaries of National
Education Loan Network, Inc. National Education Loan Network, Inc. is a wholly
owned subsidiary of Nelnet, Inc.
On May 18, 2006, Nelnet Student Loan Trust 2006-2 (the "Trust"), of
which Nelnet Funding is the Depositor, and Zions First National Bank, in its
capacity as Indenture Trustee and as Eligible Lender Trustee, executed and
delivered an Indenture of Trust dated as of May 1, 2006, pursuant to which the
Trust issued $2,050,000,000 of Student Loan Asset-Backed Notes (the "Notes").
The Trust used approximately $1,021,052,608 of the proceeds from the
sale of the Notes to purchase student loans originated under the Federal Family
Education Loan Program from Nelnet Funding. The student loans the Trust acquired
were purchased from Nelnet Education Loan Funding, Inc. and NHELP-III, Inc. by
Nelnet Funding.
A description of the transaction and the documents executed in
connection with the transaction are included in the Trust's Form 8-K (Reg. No.
333-128658-02) filed on May 23, 2006.
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: May 23, 2006
NELNET, INC.
By: /s/ Jeffrey R. Noordhoek
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Name: Jeffrey R. Noordhoek
Title: President