LINCOLN, Neb., Jan. 30, 2017 /PRNewswire/ -- Nelnet, Inc.
("Nelnet" or the "Company") announced today that it has amended the
terms of its previously announced 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 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") by increasing the total
consideration payable in the Offer to $840.00 per $1,000
principal amount of Notes tendered (as increased, the "Total
Consideration").
The Company has been informed that a holder of approximately
$14.5 million aggregate principal
amount of the Notes (representing approximately 29% of holdings for
purposes of determining whether consents from holders of not less
than a majority in principal amount of the outstanding Notes have
been received) intends to participate in the Offer at the increased
Total Consideration of $840.00 per
$1,000 principal amount of Notes
tendered. In addition, 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.
All other terms of the Offer, as previously announced, remain
unchanged. The Offer is being made upon, and is subject to, the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated January 23,
2017 (the "Statement"), and the related Letter of
Transmittal, which have been distributed to holders of the
Notes.
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 5:00 p.m.,
New York City time, on
February 3, 2017 (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 $790.00 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.
Tendered Notes may be withdrawn at any time prior to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 Statement, 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.
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).
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.
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