Nelnet 8K - 09/22/06
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):
September
22, 2006
————————————
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)
|
(I.R.S.
Employer Identification No.)
|
121
South 13th Street
Suite
201
Lincoln,
Nebraska
(Address
of principal executive offices)
|
68508
(Zip
code)
|
Registrant’s
telephone number, including area code: (402) 458-2370
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:
[ ]
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
On
September 27, 2006, Nelnet, Inc. (the “Company”) closed the public offering of
$200,000,000 aggregate principal amount of Capital Efficient Notes (“CENts”),
pursuant to an Underwriting Agreement dated September 22, 2006 (the
“Underwriting Agreement”), between the Company and J.P. Morgan Securities Inc.,
as representative (the “Representative”) of the underwriters named in Schedule I
thereto (collectively, the “Underwriters”). The CENts will bear interest on
their principal amount at the annual rate of 7.400%, payable semi-annually
in
arrears, beginning March 29, 2007 from and including September 29, 2006 to
but
excluding September 29, 2011. Thereafter, the CENTs will bear interest on their
principal amount at the annual rate equal to three-month LIBOR plus 3.375%,
payable quarterly in arrears from and including September 29, 2011 to but
excluding the scheduled maturity date of September 29, 2036.
The
CENts
were issued pursuant to an Indenture dated September 27, 2006 (the “Indenture”),
as supplemented by the Supplemental Indenture dated September 27, 2006 (the
“Supplemental Indenture”) between the Company and Deutsche Bank Trust Company
Americas, as Trustee. The CENts have been registered under the Securities Act
of
1933, as amended, by a registration statement on Form S-3 (File No.
333-124043).
On
September 27, 2006, in connection with the closing of the CENts offering, the
Company entered into a Replacement Capital Covenant (the “Covenant”), whereby
the Company agreed for the benefit of persons that buy, hold or sell a specified
series of the Company’s long-term indebtedness ranking senior to the CENts that
the CENts will not be repaid, redeemed or repurchased by the Company on or
before September 15, 2051, unless the principal amount repaid or the applicable
redemption or repurchase price does not exceed a maximum amount determined
by
reference to the aggregate amount of net cash proceeds the Company has received
from the sale of common stock, rights to acquire common stock, “mandatorily
convertible preferred stock”, “debt exchangeable into equity” and “qualifying
capital securities” since the later of (x) the date 180 days prior to the
delivery of notice of such repayment or redemption or the date of such
repurchase and (y) to the extent the CENts are outstanding after the scheduled
maturity date, the most recent date, if any, on which a notice of repayment
or
redemption was delivered in respect of, or on which the Company repurchased,
any
CENts.
A
copy of
each of the Underwriting Agreement, the Indenture, the Supplemental Indenture,
the form of the CENt and the Covenant is filed herewith as Exhibits 1, 4.1,
4.2,
4.3 and 10.1, respectively. Each of these exhibits is hereby incorporated by
reference into this Item 1.01. A copy of that press release announcing the
closing of the offering is attached hereto as Exhibit 99.1 and is incorporated
in this Item 1.01 by reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
of a Registrant
The
disclosure contained and the exhibits identified in Item 1.01, “Entry into a
Material Definitive Agreement,” of this current report on Form 8-K are hereby
incorporated by reference into this Item 2.03.
Item
8.01 Other
Items
On
September 27, 2006, in connection with the issuance of the CENts, Sullivan
&
Cromwell LLP rendered an opinion regarding certain tax matters. A copy of that
opinion is attached as Exhibit 8.1 to this report.
Item
9.01
Financial
Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
No.
|
Description
|
1
|
Underwriting
Agreement dated as of September 27, 2006 between Nelnet, Inc. and
J.P.
Morgan Securities Inc, as Representative of the Underwriters.
|
4.1
|
Indenture
dated as of September 27, 2006 between Nelnet, Inc. and Deutsche
Bank
Trust Company Americas.
|
4.2
|
Supplemental
Indenture dated as of September 27, 2006 between Nelnet, Inc. and
Deutsche
Bank Trust Company Americas.
|
4.3
|
Form
of CENt (included in Exhibit 4.2)
|
8.1
|
Opinion
of Sullivan & Cromwell LLP dated September 27, 2006 regarding certain
tax matters.
|
10.1
|
Replacement
Capital Covenant of Nelnet, Inc. dated September 27, 2006.
|
99.1
|
Press
Release
|
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.
NELNET,
INC.
Dated:
September 28, 2006
By:
/s/ Terry Heimes
Name:
Terry Heimes
Title:
CFO