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) APRIL 24, 2008
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NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 SOUTH 13TH STREET, SUITE 201, LINCOLN, NEBRASKA 68508
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(Address of principal executive offices) (ZipCode)
Registrant's telephone number, including area code (402) 458-2303
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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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
CHELA Education Funding, Inc., Education Solutions, Inc., EFS Finance
Co., EMT Corp., MELMAC, LLC, NHELP-I, Inc., NHELP-III, Inc., Nelnet Education
Loan Funding, Inc., Nelnet Student Loan Corporation-2 and Nelnet Student Loan
Funding, LLC ("Nelnet Funding") are wholly owned subsidiaries of National
Education Loan Network, Inc. National Education Loan Network, Inc. is a wholly
owned subsidiary of Nelnet, Inc.
On April 15, 2008, Nelnet Student Loan Trust 2008-3 (the "Trust"), of
which Nelnet Funding is the Depositor, and Zions First National Bank, in its
capacity as Indenture Trustee and as Eligible Lender Trustee, executed and
delivered an Indenture of Trust dated as of April 15, 2008, pursuant to which
the Trust issued $1,450,611,000 of Student Loan Asset-Backed Notes (the
"Notes").
On the closing date, the Trust used approximately $954,540,227 to
purchase student loans originated under the Federal Family Education Loan
Program from Nelnet Funding and deposited $440,000,000 in the Prefunding Account
of the Acquisition Fund. Nelnet Funding purchased the student loans the Trust
acquired from CHELA Education Funding, Inc., Education Solutions, Inc., EFS
Finance Co., EMT Corp., MELMAC, LLC, NHELP-I, Inc., NHELP-III, Inc., National
Education Loan Network, Inc., Nelnet Education Loan Funding, Inc., Nelnet
Student Loan Corporation-2, and Union Bank and Trust Company.
A description of the transaction and the documents executed in
connection with the transaction are included in the Trust's Form 8-K (Reg. No.
333-144431-03) filed on April 30, 2008.
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.
Dated: April 30, 2008
NELNET, INC.
By: /s/ Terry J. Heimes
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Name: Terry J. Heimes
Title: Chief Financial Officer and
Treasurer