Filed Pursuant to Rule 424(b)(3)
Registration No. 333-144789
PROSPECTUS
10,594,178 SHARES
NELNET
CLASS A COMMON STOCK
This prospectus relates to the offer and potential resale by the selling
securityholders named in this prospectus of up to a total of 10,594,178 shares
of Nelnet, Inc. Class A common stock. These shares were originally issued by us
in a private placement in connection with our acquisition of Packers Service
Group, Inc. under the terms of an agreement and plan of merger dated as of May
31, 2007. We will not receive any proceeds from any sales of these shares by the
selling securityholders.
The shares may be offered for resale from time to time by the selling
securityholders at market prices prevailing at the time of sale or at privately
negotiated prices. The selling securityholders may sell the shares directly to
purchasers or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions.
Our Class A common stock is traded on the New York Stock Exchange under
the symbol "NNI." On August 7, 2007, the last sale price of our Class A common
stock as reported on the New York Stock Exchange was $18.49 per share.
INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AUGUST 7, 2007
TABLE OF CONTENTS
PAGE
About This Prospectus..........................................................i
Cautionary Information About Forward-Looking Statements.......................ii
Summary........................................................................1
Risk Factors...................................................................2
Description Of Securities To Be Registered.....................................2
Use Of Proceeds................................................................2
Selling Securityholders........................................................2
Plan Of Distribution...........................................................6
Where You Can Find Additional Information......................................8
Incorporation Of Certain Documents By Reference................................8
Legal Matters..................................................................9
Experts........................................................................9
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process,
or continuous offering process. Under this shelf registration process, the
selling securityholders may, from time to time, sell the shares of our Class A
common stock set forth in this prospectus in one or more offerings. Each time a
selling securityholder sells securities using this prospectus, the selling
securityholder is required to provide the purchaser with this prospectus and, in
certain cases, a prospectus supplement containing specific information about the
selling securityholder and the securities being offered. That prospectus
supplement may include additional risk factors or other special considerations
applicable to the securities. Any prospectus supplement may also add, update or
change information in this prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely on
the information in that prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
described under "Where You Can Find More Information" and "Incorporation of
Certain Documents by Reference."
Except as otherwise indicated or required by the context, references in
this prospectus to "we," "us," "our," "Nelnet" or the "Company" refer to Nelnet,
Inc. and its subsidiaries.
The Nelnet logo is a trademark of Nelnet, Inc. This prospectus contains
other trade names, trademarks and service marks of Nelnet and of other
companies.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different
from that contained in this prospectus. The selling securityholders may offer to
sell, and seek offers to buy, the shares only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus or the date of the document incorporated
by reference, as applicable, regardless of the time of delivery of this
prospectus or any sale of the shares.
i
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors referred to under the
heading "Risk Factors" in this prospectus, and the risk factors included in the
documents incorporated by reference in this prospectus. This prospectus,
including the documents incorporated by reference in this prospectus, contains
statements that may be deemed "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact
included or incorporated by reference in this prospectus regarding our financial
position, business strategy and plans and objectives for future performance are
forward-looking statements. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. Forward-looking
statements are commonly identified by the use of such terms and phrases as
"intends," "believes," "estimates," "expects," "projects," "anticipates,"
"foreseeable future," "seeks," and words or phrases of similar import in
connection with any discussion of future operating or financial performance. You
should read statements that contain these words carefully because they discuss
future actions, future performance or results of current and anticipated
services, sales efforts, expenses, and financial results or state other
forward-looking information.
We believe that it is important to communicate our future expectations
to our investors and potential investors. However, any or all of our
forward-looking statements in this prospectus, and in the documents incorporated
by reference in this prospectus, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. These
forward-looking statements can be affected by inaccurate assumptions we might
make, by risks and uncertainties, or by changes in the terms of student loans
and the educational credit marketplace arising from the implementation of, or
changes in, applicable laws and regulations, which may reduce the volume,
average term, and costs of yields on student loans under the Federal Family
Education Loan Program (the "FFEL Program" or "FFELP") of the U.S. Department of
Education (the "Department") or result in loans being originated or refinanced
under non-FFEL programs or may affect the terms upon which banks and others
agree to sell FFELP loans to us. We could also be affected by changes in the
demand for educational financing or in financing preferences of lenders,
educational institutions, students, and their families; changes in the general
interest rate environment and in the securitization markets for education loans,
which may increase the costs or limit the availability of financings necessary
to initiate, purchase, or carry education loans; losses from loan defaults; and
changes in prepayment rates and credit spreads; and the uncertain nature of the
expected benefits from acquisitions and the ability to successfully integrate
operations. For a more detailed discussion of these and other factors affecting
us, see the factors referred to under the heading "Risk Factors" in this
prospectus and in the risk factors included in the documents incorporated by
reference in this prospectus. Consequently, no forward-looking statement can be
guaranteed. Our actual future results may vary materially. In addition, other
factors besides those described or incorporated by reference in this prospectus
could also adversely affect operating or financial performance. You should
assume that the information appearing or incorporated by reference in this
prospectus is accurate only as of the date on the front cover of this prospectus
or the date of the document incorporated by reference, as applicable. We
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
ii
SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED ELSEWHERE IN OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND
DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE MAKING
AN INVESTMENT DECISION. FOR A MORE COMPLETE UNDERSTANDING OF US AND THIS
OFFERING, WE ENCOURAGE YOU TO READ THIS ENTIRE DOCUMENT, INCLUDING THE "RISK
FACTORS" SECTION, THE FINANCIAL AND OTHER INFORMATION INCLUDED IN OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND THE DOCUMENTS TO WHICH WE
HAVE REFERRED.
NELNET, INC.
We are an education planning and financing company focused on providing
quality products and services to students, families, and schools nationwide. We
rank among the nation's leaders in terms of total student loan assets
originated, consolidated, held, and serviced, principally consisting of loans
originated under the Federal Family Education Loan Program. We had total net
student loan assets of approximately $25 billion as of March 31, 2007. We offer
a broad range of pre-college, in-college, and post-college products and services
to students, families, schools, and financial institutions. These products and
services help students and families plan and pay for their education and
students plan their careers. Our products and services are designed to simplify
the education planning and financing process and are focused on providing value
to students, families, and schools throughout the education life cycle. In
recent years, our acquisitions have enhanced our position as a
vertically-integrated industry leader.
Our principal executive offices are located at 121 South 13th Street,
Suite 201, Lincoln, Nebraska 68508. Our telephone number is (402) 458-2370 and
our website is located at www.nelnet.com. Information on our website is not part
of, or incorporated by reference into, this prospectus.
THE OFFERING
On May 31, 2007, we entered into an agreement and plan of merger under
which we acquired Packers Service Group, Inc. ("Packers") and issued a total of
10,594,178 shares of our Class A common stock in a private placement to the
former shareholders of Packers. Packers was primarily a holding company whose
principal asset was an investment in 11,068,604 shares of our Class A common
stock which had been held by Packers for several years. We have filed a shelf
registration statement in order to permit resales of the shares of our Class A
common stock issued to the former shareholders of Packers. This prospectus is a
part of that shelf registration statement and may be used from time to time by
the selling securityholders named in this prospectus to sell those shares.
Securities Offered.....................10,594,178 shares of Nelnet, Inc. Class A
common stock owned by the selling
securityholders.
Selling Securityholders................All of the shares of Class A common stock
covered by this prospectus may be offered
by the selling securityholders named
herein or their transferees. See "Selling
Securityholders" for more information on
the selling securityholders in this
offering.
Use of Proceeds........................We will not receive any proceeds from the
disposition of shares in this offering.
Trading ...............................Our Class A common stock is listed on
the New York Stock Exchange under the
symbol "NNI."
Risk Factors............................See "Risk Factors" and the other
information contained or
incorporated by reference in this
prospectus for a discussion of
factors you should consider
carefully before deciding to invest
in shares of our Class A common
stock.
1
RISK FACTORS
Investing in our Class A common stock involves a high degree of risk.
You should carefully consider all of the information contained in or
incorporated by reference into this prospectus, including the risk factors
incorporated herein by reference from our Annual Report on Form 10-K for the
year ended December 31, 2006, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2007, and as further updated by annual, quarterly and other
reports and documents we file with the Securities and Exchange Commission (the
"SEC") after the date of this prospectus and that are incorporated by reference
herein. Additional risks and uncertainties that we are unaware of, or that we
currently deem immaterial, also may become important factors that affect us. The
occurrence of any of these risks could materially adversely affect our business,
financial condition or results of operations or your investment in us.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The selling securityholders may offer shares of our Class A common
stock, which is registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and is listed for trading on the New York
Stock Exchange under the symbol "NNI."
USE OF PROCEEDS
The securities that may be offered and sold using this prospectus will
be offered and sold by the selling securityholders. We will not receive any
proceeds from the sale by the selling securityholders of the shares of Class A
common stock offered under this prospectus.
SELLING SECURITYHOLDERS
Under the terms of an agreement and plan of merger dated as of May 31,
2007, we acquired Packers Service Group, Inc. ("Packers") and issued a total of
10,594,178 shares of our Class A common stock in a private placement to the
former shareholders of Packers, who along with a donee of certain of those
shares are reflected as selling securityholders in this prospectus. Packers was
primarily a holding company whose principal asset was an investment in
11,068,604 shares of our Class A common stock which had been held by Packers for
several years. We are registering the shares of Class A common stock issued in
the acquisition of Packers in order to permit the selling securityholders,
including their donees, pledgees, transferees or other successors-in-interest,
to resell or otherwise dispose of the shares from time to time. Except as set
forth herein, the selling securityholders have not had any material position,
office or material relationship with us or an affiliate of us within the past
three years. Information concerning the selling securityholders may change from
time to time and any changed information will be set forth in supplements to
this prospectus, if and when necessary.
Because the selling securityholders may offer all, a portion or none of
their shares of Class A common stock under this prospectus, we cannot estimate
the number or percentage of shares of Class A common stock that the selling
securityholders will hold upon termination of any sale. The following table
assumes that the selling securityholders will sell all of their shares of Class
A common stock that are listed in this prospectus.
The following table sets forth information, as of June 30, 2007,
regarding (1) the name of each selling securityholder; (2) the number of shares
of Class A common stock beneficially owned by each selling securityholder; (3)
the number of shares of Class A common stock that may be disposed of by each
selling securityholder or its transferees under this prospectus; (4) the number
of shares of Class A common stock that will be beneficially owned by each
securityholder upon termination of this offering, and (5) the percentage of
shares of our Class A common stock that will be beneficially owned by each
selling securityholder upon the termination of the offering as a percentage of
the total number of shares of our Class A common stock outstanding as of June
30, 2007. Beneficial ownership of our Class A common stock is determined in
accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The
following table is based upon information furnished to us by the selling
securityholders.
2
SHARES OF MAXIMUM PERCENTAGE
CLASS A NUMBER OF OF SHARES OF
COMMON SHARES THAT SHARES OF CLASS A
STOCK MAY BE SOLD COMMON STOCK COMMON
BENEFICIALLY PURSUANT TO BENEFICIALLY STOCK OWNED
NAME OF OWNED PRIOR THIS OWNED AFTER AFTER OFFERING
SELLING SECURITYHOLDER TO OFFERING PROSPECTUS OFFERING (1) (1)(2)
------------------------------------ ------------- -------------- -------------- --------------
Michael S. Dunlap (3) 19,111,594(4) 2,492,856 16,618,738 35.1%
Angela L. Muhleisen (5) 11,618,118(6) 1,567,939 10,050,179 25.5%
Deborah Bartels (7) 2,342,611 1,562,642 779,969 2.07%
Angela L. Muhleisen as Custodian
for Alicia Muhleisen (8) 646,245 646,245 0 *
Angela L. Muhleisen as Custodian
for Jason Muhleisen (9) 646,245 646,245 0 *
UNF Charitable Gift Fund (10) 500,000 500,000 0 *
Eileen Halonen 344,463 344,311 152 *
William White (11) 344,311 344,311 0 *
Diane Kremer as Custodian for
Dylan Kremer (12) 285,153.3 264,855 20,298.3 *
Diane Kremer as Custodian for
Jacinda Kremer (12) 285,153.3 264,855 20,298.3 *
Cody Kremer (13) 264,855 264,855 0 *
AONEA FAMILY LLC (14) 292,779 251,612 41,167 *
Chad Eicher (15) 287,625 251,612 36,013 *
The Aimee R. Eicher Trust dated
April 5, 2004 (16) 316,112 251,612 64,500 *
Todd M. Eicher (17) 462,279(18) 251,612 210,667 *
Tonn Ostergard as Custodian for
Winston Ostergard (19) 113,710 108,590 5,120 *
Tonn Ostergard as Custodian for
Halley Ostergard (19) 113,710 108,590 5,120 *
Jeffrey Schumacher as Custodian
for Grant Schumacher (20) 174,062 108,590 65,472 *
Jeffrey Schumacher as Custodian
for Andrew Schumacher (20) 174,062 108,590 65,472 *
Michelle Brewster (21) 21,413 21,188 225 *
William Eastwood 24,188 21,188 3,000 *
Mark Portz (22) 22,588 21,188 1,400 *
Steven Schmidt 21,288 21,188 100 *
L.G. Searcey (23) 21,788 21,188 600 *
Jay Steinacher (24) 21,438 21,188 250 *
R. David Wilcox (25) 21,188 21,188 0 *
Brad Crain (26) 21,188 21,188 0 *
Susanne Dondlinger 21,662 21,188 474 *
Alan Fosler (27) 21,188 21,188 0 *
Keith May (28) 21,288 21,188 100 *
Joseph Rohach 21,288 21,188 0 *
-----------------------------------------------------------------------------------------------
* Less than 1%.
(1) Assumes the sale of all shares of Class A common stock that may be sold
pursuant to this prospectus, although the selling securityholders are under
no obligations known to us to sell any shares of Class A common stock at
this time.
(2) Calculated based on 37,661,381 shares of our Class A common stock
outstanding as of June 30, 2007, as adjusted for certain selling
securityholders to reflect an assumed conversion of shares of Class B
common stock beneficially owned by such selling securityholders.
3
(3) Mr. Dunlap is the chairman, chief executive officer and a member of the
board of directors of Nelnet, Inc., as well as a principal shareholder of
Nelnet, Inc. He is the president and a director of, and owns or controls
39.8% of the common stock of, Farmers & Merchants Investment Inc. ("F&M"),
which is considered to be one of our affiliates. F&M controls Union Bank
and Trust Company ("Union Bank") through the ownership of 81.0% of Union
Bank's common stock. F&M also owns 15.4% of Union Bank's preferred stock,
which is non-voting and is not convertible into shares of common stock. Mr.
Dunlap is the non-executive chairman and a director of Union Bank, which is
also considered to be one of our affiliates. He also owns 16.8% of Union
Bank's preferred stock.
(4) Includes 2,492,856 shares of Class A common stock owned directly by Mr.
Dunlap and shares of Class A common stock owned by entities which Mr.
Dunlap may be deemed to control, consisting of: 404,500 shares of Class A
common stock owned by F&M, 355 shares of Class A common stock acquired by
Mr. Dunlap under the company stock matching program of Nelnet, Inc.'s
401(k) plan and held by Union Bank as trustee for such plan, a total of
2,200,114 shares of Class A common stock held by Union Bank as trustee
under several grantor retained annuity trusts ("GRATs") and charitable
remainder unitrusts ("CRUTs") (including a total of 1,438,540 shares of
Class A common stock held under GRATs established by Angela L. Muhleisen, a
sister of Mr. Dunlap, and her spouse), a total of 1,949,314 shares of Class
A common stock held by Union Bank for accounts of Angela L. Muhleisen or
her spouse, 250,000 shares of Class A common stock held by Union Bank for
the University of Nebraska Foundation (see footnote 10 below), 45,000
shares of Class A common stock held by Union Bank for its profit sharing
plan, and a total of 2,131,726.3 shares of Class A common stock held by
Union Bank for the accounts of miscellaneous trusts, IRAs, and investment
accounts at Union Bank with respect to which Union Bank may be deemed to
have or share voting or investment power (including 779,969 shares for the
accounts of Deborah Bartels, 3,000 shares for the accounts of William
Eastwood, 20,298.3 shares for the accounts of Diane Kremer, 100 shares for
the account of Keith May, 5,120 shares for the accounts of Tonn Ostergard,
1,300 shares for the account of Mark Portz, and 63,472 shares for the
account of Jeffrey Schumacher, which account holders are selling
securityholders or affiliated with selling securityholders set forth
herein). Mr. Dunlap disclaims beneficial ownership of the shares of Class A
common stock held by F&M and Union Bank, except for his beneficial interest
in 355 shares of Class A common stock issued through the stock matching
program of our 401(k) plan and held by Union Bank, and except to the extent
that he actually has or shares voting power or investment power over any
other such shares. Also includes a total of 9,637,729 shares of our Class B
common stock, which are convertible into a total of 9,637,729 shares of our
Class A common stock at any time, of which 4,573,004 shares of Class B
common stock are owned directly by Mr. Dunlap, 1,701,000 shares of Class B
common stock are owned by Mr. Dunlap's spouse, 1,586,691 shares of Class B
common stock are owned by Union Financial Services, Inc. ("UFS"), of which
Mr. Dunlap is chairman and owns 50.0% of the outstanding capital stock,
1,269,009 shares of Class B common stock are held by Union Bank as trustee
for a GRAT established by Mr. Dunlap, and 508,025 shares of Class B common
stock are held by Union Bank as trustee under a GRAT established by another
person. Mr. Dunlap disclaims beneficial ownership of the shares of Class B
common stock held by UFS and the 508,025 shares of Class B common stock
held by Union Bank as trustee under the GRAT established by another person,
except to the extent that he actually has or shares voting power or
investment power over such shares. A total of 700,000 shares of Class B
common stock owned by Mr. Dunlap are pledged as collateral for a line of
credit which had not been drawn upon as of June 30, 2007.
(5) Ms. Muhleisen, a sister of Michael S. Dunlap, is a director, president and
chief executive officer of Union Bank. She is also chairman and a director
of, and owns or controls 37.3% of the common stock of, F&M. She is also a
principal shareholder of Nelnet, Inc., and owns 16.8% of the preferred
stock of Union Bank.
(6) Includes 2,446,660 shares of Class A common stock owned directly by Ms.
Muhleisen, 88,864 shares of Class A common stock owned jointly by Ms.
Muhleisen and her spouse, 981,730 shares of Class A common stock owned by
her spouse, a total of 1,438,540 shares of Class A common stock held by
Union Bank as trustee for GRATs established by Ms. Muhleisen and her
spouse, a total of 1,292,490 shares of Class A common stock held by Ms.
Muhleisen as custodian for her daughter and her son, and shares of Class A
common stock that are owned by entities that Ms. Muhleisen may be deemed to
control, consisting of: 404,500 shares of Class A common stock owned by
F&M, a total of 761,574 shares of Class A common stock held by Union Bank
as trustee under several GRATs and CRUTs, 250,000 shares of Class A common
stock held by Union Bank for the University of Nebraska Foundation (see
footnote 10 below), 45,000 shares of Class A common stock held by Union
Bank for its
4
profit sharing plan, and a total of 2,131,726.3 shares of Class A common
stock held by Union Bank for the accounts of miscellaneous trusts, IRAs,
and investment accounts at Union Bank with respect to which Union Bank may
be deemed to have or share voting or investment power (including 779,969
shares for the accounts of Deborah Bartels, 3,000 shares for the accounts
of William Eastwood, 20,298.3 shares for the accounts of Diane Kremer, 100
shares for the account of Keith May, 5,120 shares for the accounts of Tonn
Ostergard, 1,300 shares for the account of Mark Portz, and 63,472 shares
for the account of Jeffrey Schumacher, which account holders are selling
securityholders or affiliated with selling securityholders set forth
herein). Ms. Muhleisen disclaims beneficial ownership of the shares of
Class A common stock held by F&M and Union Bank, except for her retained
beneficial interest in a total of 1,438,540 shares of Class A common stock
held by Union Bank as trustee for GRATs established by Ms. Muhleisen and
her spouse, and except to the extent that she actually has or shares voting
power or investment power over any other such shares. Also includes a total
of 1,777,034 shares of our Class B common stock, which are convertible into
a total of 1,777,034 shares of our Class A common stock at any time, held
by Union Bank as trustee under two GRATs. Ms. Muhleisen disclaims
beneficial ownership of the shares of Class B common stock held by Union
Bank as trustee under these GRATs, except to the extent that she actually
has or shares voting power or investment power over such shares.
(7) Ms. Bartels, a sister of Michael S. Dunlap and Angela L. Muhleisen, owns or
controls 37.3% of the non-voting preferred stock of F&M, which amount is
convertible by the holder at any time into shares of F&M common stock which
would currently represent 12.8% of F&M common stock on an as converted
basis, and 3.5% of the common stock of F&M. She also owns 16.7% of the
preferred stock of Union Bank. Ms. Bartels and her spouse beneficially own
a total of 779,969 shares of our Class A common stock that were not issued
as part of our acquisition of Packers. All of such shares, including a
total of 355,359 shares held in GRATs established by Ms. Bartels and her
spouse, are held in accounts at Union Bank.
(8) Alicia Muhleisen is Angela L. Muhleisen's daughter. See footnotes 5 and 6.
(9) Jason Muhleisen is Angela L. Muhleisen's son. See footnotes 5 and 6.
(10) UNF Charitable Gift Fund ("UNF Fund") is a Nebraska nonprofit corporation
that is exempt from income tax under Section 501(c)(3) of the Internal
Revenue Code. The 500,000 shares of Class A common stock that may be sold
by the UNF Fund pursuant to this prospectus were donated to the UNF Fund by
Michael S. Dunlap. The UNF Fund was established by the University of
Nebraska Foundation (the "Foundation"). Michael S. Dunlap is a director of
the Foundation, a member of its executive committee, the chair of its
development committee, and a member of its planned giving subcommittee.
Angela L. Muhleisen is a member of the Foundation's administrative
committee and its diversity subcommittee. Thomas E. Henning, a member of
the board of directors of Nelnet, Inc., is the chairman of the Foundation's
board of directors, the chair of its executive committee, and a member of
various other committees and subcommittees of the Foundation. James P.
Abel, a member of the board of directors of Nelnet, Inc., is a director of
the Foundation.
(11) Mr. White is a director of F&M.
(12) Diane Kremer is a director of F&M, and owns 8.9% of the preferred stock of
Union Bank. The Diane Kremer Trust holds 25.5% of the non-voting preferred
stock of F&M, which amount is convertible by the holder at any time into
shares of F&M common stock which would currently represent 9.1% of F&M
common stock on an as converted basis. The Diane Kremer Trust holds
9,149.30 shares of Class A common stock and Ms. Kremer holds an additional
11,149 shares of Class A common stock, which shares were not issued in
connection with our acquisition of Packers.
(13) Cody Kremer is Diane Kremer's son.
(14) Stephanie Welsh is affiliated with AONEA FAMILY LLC and has or shares
voting and dispositive power over the Class A common stock held by AONEA
FAMILY LLC. Stephanie Welsh is a director of F&M. She is the beneficial
owner of 41,167 shares of Class A common stock that were not issued in
connection with our acquisition of Packers. Ms. Welsh is a sister of Chad
Eicher, Aimee R. Eicher and Todd M. Eicher, who are discussed in footnotes
15, 16 and 17, respectively. Ms. Welsh beneficially owns 41,167 shares of
Class A common stock which were not issued in connection with our
acquisition of Packers.
5
(15) Chad Eicher is a director of F&M. Chad Eicher is a brother of Stephanie
Welsh, Aimee R. Eicher and Todd M. Eicher, who are discussed in footnotes
14, 16 and 17, respectively.
(16) Aimee R. Eicher is affiliated with The Aimee R. Eicher Trust dated April 5,
2004, and has or shares voting and dispositive power over the Class A
common stock held by The Aimee R. Eicher Trust dated April 5, 2004. Aimee
R. Eicher is a director of F&M. Aimee R. Eicher is a sister of Stephanie
Welsh, Chad Eicher and Todd M. Eicher, who are discussed in footnotes 14,
15 and 17, respectively. Ms. Eicher beneficially owns 64,500 shares of
Class A common stock which were not issued in connection with our
acquisition of Packers.
(17) Todd M. Eicher is the Chief Mergers and Acquisitions Officer and an
executive director of Nelnet, Inc. Todd M. Eicher is also a director of
F&M. Todd M. Eicher is a brother of Stephanie Welsh, Chad Eicher and Aimee
R. Eicher, who are discussed in footnotes 14, 15 and 16, respectively.
(18) Includes 121,835 shares owned by Todd M. Eicher's spouse and are also
pledged as collateral.
(19) Tonn Ostergard is a director of Union Bank. Mr. Ostergard beneficially owns
5,120 shares of Class A common stock which were not issued in connection
with our acquisition of Packers. All of such shares are held in accounts at
Union Bank and 5,000 of such shares are held in a non-custodial capacity.
(20) Jeffrey Schumacher and his spouse own 65,472 shares of Class A common stock
in a non-custodial capacity, which shares were not issued in our
acquisition of Packers. 63,472 of such shares are held in an account at
Union Bank.
(21) Ms. Brewster is the spouse of an employee of Union Bank.
(22) Mr. Portz is an executive officer and a member of the board of directors of
Nelnet Capital, LLC, which is a registered broker-dealer and a wholly-owned
subsidiary of Nelnet, Inc. Mr. Portz is also a vice president of Union
Bank.
(23) Mr. Searcey is a senior vice president of Union Bank.
(24) Mr. Steinacher is a first vice president of Union Bank.
(25) Mr. Wilcox is a senior vice president of Union Bank. The shares owned by
Mr. Wilcox are held in an account at Union Bank.
(26) Mr. Crain is a vice president of F&M and a senior vice president and chief
financial officer of Union Bank.
(27) Mr. Fosler is a senior vice president of Union Bank.
(28) Mr. May is an executive vice president of Union Bank.
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the sale of the shares of
Class A common stock offered by this prospectus. As used herein, the term
selling securityholders includes their transferees, pledgees, donees, and
successors-in-interest. The shares of Class A common stock may be sold from time
to time by selling securityholders to purchasers:
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o directly; or
o through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or
commissions.
The selling securityholders and any underwriters, broker-dealers or
agents who participate in the distribution of the Class A common stock may be
deemed to be "underwriters" within the meaning of the Securities Act. As a
result, any profits on the sale of the Class A common stock by selling
securityholders and any discounts, commissions or concessions received by any
such broker-dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. If the selling securityholders were deemed
to be underwriters, the selling securityholders may be subject to statutory
liabilities including, but not limited to, those of Sections 11, 12 and 17 of
the Securities Act and Rule 10b-5 under the Exchange Act.
If the shares of Class A common stock are sold through underwriters,
broker-dealers, or agents, the selling securityholders will be responsible for
underwriting discounts or commissions or agent's commissions.
The shares of Class A common stock may be sold in one or more
transactions at:
o fixed prices;
o prevailing market prices at the time of sale;
o varying prices determined at the time of sale; or
o negotiated prices.
These sales may be effected in transactions:
o on any national securities exchange or quotation service on which
the Class A common stock may be listed or quoted at the time of
the sale, including the New York Stock Exchange;
o in the over-the-counter market; or
o in transactions otherwise than on such exchanges or services or in
the over-the-counter market.
These transactions may include block transactions or crosses. Crosses
are transactions in which the same broker acts as an agent on both sides of the
transaction.
In connection with the sales of shares of Class A common stock or
otherwise, the selling securityholders may enter into hedging transactions with
broker-dealers or other financial institutions. The broker-dealers may in turn
engage in short sales of the Class A common stock in the course of hedging their
positions. The selling securityholders may also sell the Class A common stock
short and deliver Class A common stock to close out short positions, or loan or
pledge Class A common stock to broker-dealers that, in turn, may sell the Class
A common stock. Such sales may include purchases by a broker-dealer as principal
and resale by the broker-dealer of its account, and broker-dealers may agree
with a selling securityholder to sell a specified number of shares at a
stipulated price per share.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling securityholders and any underwriter,
broker-dealer or agent regarding the sale of the Class A common stock by the
selling securityholders. Selling securityholders may decide not to sell all or a
portion of the Class A common stock offered by them pursuant to this prospectus
or may decide not to sell Class A common stock under this prospectus. In
addition, any selling securityholder may transfer, devise or give the Class A
common stock by other means not described in this prospectus. Any shares of
Class A common stock covered by this prospectus that qualify for sale pursuant
to Rule 144 under the Securities Act or other available exemptions from the
registration requirements of the Securities Act may be sold under Rule 144 or
such other exemptions rather than pursuant to this prospectus.
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The aggregate proceeds to the selling securityholders from the sale of
the Class A common stock offered pursuant to this prospectus will be the
purchase price of such Class A common stock less discounts and commissions, if
any. Each of the selling securityholders reserves the right to accept and,
together with their agents from time to time, reject, in whole or part, any
proposed purchase of Class A common stock to be made directly or through their
agents. We will not receive any of the proceeds from this offering.
The selling securityholders and any other persons participating in the
distribution of the Class A common stock will be subject to the Exchange Act and
the rules and regulations thereunder. The Exchange Act rules include, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the Class A common stock by the selling securityholders and any such
other person. Regulation M of the Exchange Act may restrict the ability of any
person engaged in the distribution of the Class A common stock to engage in
market-making activities with respect to the particular Class A common stock
being distributed for a period of up to five business days prior to the
commencement of such distribution. This may affect the marketability of the
Class A common stock and the ability to engage in market-making activities with
respect to the Class A common stock. We have informed the selling
securityholders listed in this prospectus of the restrictions imposed by
Regulation M and the selling securityholders have agreed to comply with
Regulation M in connection with any offer or sale of the securities covered by
this prospectus.
Although we have a stock repurchase program for the repurchase from time
to time of shares of our Class A common stock, in order to ensure compliance
with Regulation M of the Exchange Act we will not conduct any repurchases of our
Class A common stock during any relevant time period in which any of the selling
securityholders who are considered to be affiliates of us notify us that they
are selling their shares of Class A common stock pursuant to this prospectus.
If requested by any selling securityholder or its representative and
required with respect to a particular offering of the Class A common stock, the
names of the selling securityholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts related to the particular offer will be set
forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part.
We have agreed to pay substantially all of the expenses incidental to
the registration, offering and sale of the shares of Class A common stock
offered under this prospectus to the public, other than underwriting discounts,
commissions and fees and certain legal expenses, which will be paid by the
selling securityholders.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's website at www.sec.gov. You may also read and copy any
document we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. Please call the SEC at 1 (800) SEC-0330 for
further information on the public reference rooms. Our Class A common stock is
listed on the New York Stock Exchange under the symbol "NNI" and all reports,
proxy statements and other information filed by us with the New York Stock
Exchange may be inspected at the New York Stock Exchange's offices at 20 Broad
Street, New York, New York 10005. We maintain a website at www.nelnet.com. The
information contained on our website is not incorporated by reference in this
prospectus and you should not consider it a part of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus incorporates important business and financial
information about us that is not included in or delivered with this prospectus.
The information incorporated by reference is considered to be part of this
prospectus, except for any information superseded by information in this
prospectus. This prospectus incorporates by reference the documents set forth
below that have previously been filed with the SEC (other than information
furnished pursuant to Items 2.02 and 7.01 of Form 8-K and any related exhibits):
8
o Our Annual Report on Form 10-K for the fiscal year ended December
31, 2006;
o Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2007;
o Our Current Reports on Form 8-K filed on March 15, 2007, March
28, 2007, April 24, 2007, April 27, 2007, May 10, 2007, May 25,
2007, May 31, 2007, June 6, 2007, July 31, 2007 and August 1,
2007; and
o The description of our Class A common stock contained in our
Registration Statement on Form 8-A filed with the SEC on December
8, 2003, including any amendment or report filed for the purpose
of updating the description.
We are also incorporating by reference additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date of this prospectus through the completion of the offering of the
Class A common stock offered pursuant to this prospectus. We are not, however,
incorporating by reference any documents or portions thereof, whether
specifically listed above or filed in the future, that are not deemed "filed"
with the SEC, including any information furnished pursuant to Items 2.02 or 7.01
of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
Information that we file with the SEC will automatically update and may replace
information in this prospectus and information previously filed with the SEC.
We will provide to you, without charge, a copy of any documents
incorporated by reference in this prospectus upon your written or oral request
by writing or telephoning us at the following address and telephone number:
Nelnet, Inc.
121 South 13th Street, Suite 201
Lincoln, Nebraska 68508
(402) 458-2370
Attention: Corporate Secretary
LEGAL MATTERS
The validity of the Class A common stock offered hereby has been passed
upon for us by Perry, Guthery, Haase & Gessford, P.C., L.L.O., Lincoln,
Nebraska. Attorneys employed by, and an Of Counsel to, Perry, Guthery, Haase &
Gessford, P.C., L.L.O. owned an aggregate of 41,289.5 shares of Class A common
stock of Nelnet as of June 30, 2007.
EXPERTS
Our consolidated financial statements as of December 31, 2006 and 2005,
and for each of the years in the three-year period ended December 31, 2006, and
management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2006 have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The audit report on management's assessment
of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December 31,
2006, contains an explanatory paragraph that states the acquisitions of CUnet,
LLC; Peterson's Nelnet, LLC; and the remaining 50% interest of infiNET
Integrated Solutions, Inc., completed during 2006, were excluded from
management's assessment of effectiveness of internal control over financial
reporting as of December 31, 2006.
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10,594,178 SHARES
NELNET
CLASS A COMMON STOCK
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PROSPECTUS
AUGUST 7, 2007
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