LINCOLN, Neb., Jan. 23, 2017 /PRNewswire/ -- Nelnet, Inc.
("Nelnet" or the "Company") announced that it has commenced a cash
tender offer to purchase any and all of its outstanding 7.400%
Fixed-to-Floating Rate Capital Efficient Notes (the "Notes") (CUSIP
No. 64031NAB4) (the "Offer to Purchase"), of which $200 million in aggregate principal amount is
currently outstanding, and a related consent solicitation to effect
certain amendments to the indenture governing the Notes (the
"Consent Solicitation" and together with the Offer to Purchase, the
"Offer").
Each holder who validly tenders (and does not validly withdraw)
its Notes and provides its consent to the amendments to the
Indenture before 5:00 p.m.,
New York City time, on
February 3, 2017, as such time and
date may be extended by the Company (the "Consent Payment
Deadline"), will receive, if such Notes are accepted for purchase
pursuant to the Offer, total consideration of $800.00 per $1,000
principal amount of the Notes tendered (the "Total Consideration"),
which includes $50.00 per
$1,000 principal amount of the Notes
tendered as the consent payment (the "Consent Payment"). In
addition, accrued interest up to, but not including, the applicable
payment date of the Notes will be paid in cash on all validly
tendered and accepted Notes.
The following table summarizes the material pricing terms of the
Offer:
CUSIP No.
|
Title of
Security
|
Outstanding
Principal
Amount(1)(2)
|
Tender
Offer
Consideration(3)
|
Consent
Payment(3)
|
Total
Consideration(3)(4)
|
|
|
|
|
|
|
64031NAB4
|
7.400%
Fixed-to-
Floating
Rate
Capital
Efficient
Notes
|
$200,000,000.00
|
$750.00
|
$50.00
|
$800.00
|
|
|
|
|
|
|
(1)
|
As of the date
hereof.
|
(2)
|
Affiliates of the
Company hold approximately $150 million of the outstanding
principal amount of the Notes, and will be excluded from tendering
their Notes pursuant to the Offer.
|
(3)
|
Per $1,000 principal
amount of Notes and excluding accrued and unpaid interest, which
will be paid in addition to the Total Consideration or Tender Offer
Consideration (as defined below), as applicable.
|
(4)
|
Includes the Consent
Payment.
|
The Offer is scheduled to expire at 11:59
p.m., New York City time,
on February 17, 2017, unless extended
or terminated pursuant to the terms of the tender offer (the
"Expiration Date"). Holders who validly tender (and do not validly
withdraw) their Notes and provide their consents to the amendments
to the Indenture after the Consent Payment Deadline but on or prior
to the Expiration Date will receive, if such Notes are accepted for
purchase pursuant to the Offer, the Tender Offer Consideration of
$750.00 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the payment date, but will not receive the Consent Payment.
Tendered Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on February 3, 2017, as such time and date may be
extended by the Company (the "Withdrawal Time"), but not
thereafter, except to the extent that the Company is required by
law to provide additional withdrawal rights. Subject to the terms
and conditions described below, payment for Notes that are validly
tendered (and not validly withdrawn) will occur promptly following
the Expiration Date, provided that the Company may elect to make
payment for Notes that are validly tendered (and not validly
withdrawn) on or prior to the Consent Payment Deadline prior to the
Expiration Date.
The consummation of the Offer is conditioned upon certain terms
and conditions as described in the Offer to Purchase and Consent
Solicitation Statement dated January 23,
2017 (the "Statement") distributed to holders of Notes,
including the receipt of consents from holders of not less than a
majority in principal amount of the outstanding Notes (excluding
any Notes held by the Company or its affiliates) to amend and
supplement the indenture under which they were issued to eliminate
a provision requiring a minimum principal amount of the Notes to
remain outstanding after any redemption of the Notes in part by the
Company. The Company does not currently intend to redeem any
Notes that may remain outstanding following the Offer. If any of
the conditions are not satisfied, the Company may terminate the
Offer and return tendered Notes. The Company has the right to waive
any of the conditions to the Offer. In addition, the Company has
the right, in its sole discretion, to terminate the Offer at any
time, subject to applicable law.
This notice shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms
and conditions of the tender offer are set forth in the Statement
distributed to holders of the Notes. The Offer is being made only
through, and subject to the terms and conditions set forth in, the
Statement.
The Company has retained Goldman, Sachs & Co. as the dealer
manager for the Offer and solicitation agent for the Consent
Solicitation. Questions regarding the terms of the Offer may be
directed to the Liability Management Group of Goldman, Sachs &
Co. by calling (212) 357-1452 (collect) or (800) 828-3182 (US
toll-free).
Global Bondholder Services Corporation will act as the
Information Agent and Depositary for the Offer. Requests for the
Statement and the related Letter of Transmittal may be directed to
Global Bondholder Services Corporation at (212) 430-3774 (for
brokers and banks) or (866) 924-2440 (toll-free).
Neither the Company nor any other person shall make any
recommendation as to whether holders of Notes should tender their
Notes, and no one has been authorized to make such a
recommendation. Holders of Notes must make their own
decisions as to whether to tender their Notes, and if they decide
to do so, the principal amount of the Notes to tender. Holders
of the Notes should read carefully the Statement and related
materials before any decision is made with respect to the
Offer.
Nelnet (NYSE: NNI) is a diversified and innovative company
focused on offering educational services, technology solutions,
telecommunications, and asset management. Nelnet helps students and
families plan and pay for their education and makes the
administrative processes for schools more efficient with student
loan servicing, tuition payment processing, school administration
software, and college planning resources. Through its recently
acquired subsidiary, ALLO Communications, Nelnet offers fiber optic
services directly to homes and businesses for ultra-fast internet
and superior telephone and television services. The Company also
makes investments in real estate developments and new ventures. For
more information, visit Nelnet.com.
This release includes "forward-looking statements" within the
meaning of the federal securities laws. You can identify these
statements by the fact that they do not relate strictly to
historical or current facts. These statements contain words such as
"may," "will," "project," "might," "expect," "believe,"
"anticipate," "intend," "could," "would," "estimate," "continue" or
"pursue," or the negative or other variations thereof or comparable
terminology. In particular, they include statements relating to,
among other things, future actions, transition matters, future
performance and the outcomes of contingencies and future financial
results of the Company. These forward-looking statements are based
on current expectations and projections about future events.
Investors are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and,
consequently, the actual performance of the Company may differ
materially from those expressed or implied by such forward-looking
statements.
Please register your Nelnet securities at
www.DealVector.com/Nelnet. Registration is anonymous, but allows us
to communicate with our holders more efficiently.
(code #: nnig)
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SOURCE Nelnet