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 8, 2007
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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:
[ ] 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 May 8, 2007, Nelnet, Inc. (the "Company") entered into an Amended and
Restated Credit Agreement (the "Credit Agreement") for a $750 million unsecured
five-year revolving line of credit with JPMorgan Chase Bank, N.A., individually
and as Administrative Agent (the "Administrative Agent"), Citibank, N.A.,
individually and as Syndication Agent (the "Syndication Agent") and the
following other participating commercial lending institutions: Bank of America,
N.A., Barclays Bank PLC, Credit Suisse Cayman Islands Branch, Deutsche Bank AG
New York Branch, Morgan Stanley Bank, Lehman Brothers Bank, FSB, The Royal Bank
of Scotland plc, SunTrust Banks, Inc., Societe Generale, Royal Bank of Canada
and First National Bank of Omaha. The Credit Agreement amends the agreement for
the prior $500 million unsecured line of credit that was previously reported in
a Current Report on Form 8-K filed by the Company on August 25, 2005.
Borrowings by the Company under the Credit Agreement will bear interest
at rates that will vary based on market conditions, the Company's credit rating,
interest elections by the Company under the Credit Agreement and other factors
at the time of the borrowings. The proceeds of any borrowings are to be used for
general corporate purposes. The maturity date of the Credit Agreement is May 8,
2012. The Credit Agreement contains customary representations and warranties and
affirmative and negative covenants, including, but not limited to, certain
financial covenants related to maintenance of the Company's consolidated net
worth, ratio of adjusted earnings to corporate debt interest, subsidiary
indebtedness, and the types of student loans owned by the Company and its
consolidated subsidiaries.
The description above is a summary of the Credit Agreement and is
qualified in its entirety by the complete text of the Credit Agreement, a copy
of which is filed with this report as Exhibit 10.1 and is incorporated by
reference herein.
The Administrative Agent, the Syndication Agent, certain of the other
lenders under the Credit Agreement and certain of their respective affiliates
have performed and/or may in the future perform various commercial banking,
lending, investment banking, financial advisory, trustee or other services for
the Company and its subsidiaries, for which they have received and/or will
receive customary fees and reimbursement of expenses.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information related to the $750 million unsecured line of credit
discussed under Item 1.01 above is hereby incorporated by reference under this
Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibit is filed as part of this report:
Exhibit No.
Description
----------- ----------------------------------------------------------
10.1 Amended and Restated Credit Agreement dated as of May 8,
2007 among Nelnet, Inc., JPMorgan Chase Bank, N.A.,
individually and as Administrative Agent, Citibank,
N.A., individually and as Syndication Agent, and various
lender parties thereto.
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.
NELNET, INC.
Date: May 10, 2007 By: /s/ TERRY J. HEIMES
---------------------------------
Terry J. Heimes
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
--------- --------------------------------------------------------------
10.1 Amended and Restated Credit Agreement dated as of May 8,
2007 among Nelnet, Inc., JPMorgan Chase Bank, N.A.,
individually and as Administrative Agent, Citibank, N.A.,
individually and as Syndication Agent, and various lender
parties thereto.