1 unchanged sentence
Stock Repurchases
−Removed: The following table summarizes the repurchases of Class A common stock during the second quarter of 2021 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.
+Added: The following table summarizes the repurchases of Class A common stock during the third quarter of 2021 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.
Period Total number of shares purchased (a) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (b) Maximum number of shares that may yet be purchased under the plans or programs (b)
−Removed: April 1 - April 30, 2021 — $ — — 3,246,732
−Removed: May 1 - May 31, 2021 — — — 3,246,732
−Removed: June 1 - June 30, 2021 5,368 74.25 — 3,246,732
+Added: July 1 - July 31, 2021 — $ — — 3,246,732
+Added: August 1 - August 31, 2021 337,717 73.46 337,717 2,909,015
+Added: September 1 - September 30, 2021 3,377 80.04 — 2,909,015
Total 341,094 $ 73.52 337,717
−Removed: (a) The total number of shares consist of shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares.
+Added: (a) The total number of shares includes:
+Added: (i) shares repurchased pursuant to the stock repurchase program discussed in footnote (b) below;
+Added: and (ii) shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares.
+Added: Shares purchased pursuant to the applicable stock repurchase program discussed in footnote (b) below during August consisted of a total of 337,717 shares of Class A common stock purchased from a certain significant shareholder in a privately negotiated transaction on August 10, 2021.
+Added: Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 3,377 shares in September 2021.
Unless otherwise indicated, shares owned and tendered by employees to satisfy tax withholding obligations were purchased at the closing price of the Company's shares on the date of vesting.
1 unchanged sentence
Working capital and dividend restrictions/limitations
−Removed: The Company's $455.0 million unsecured line of credit, which is available through December 16, 2024, imposes restrictions on the payment of dividends through covenants requiring a minimum consolidated net worth and a minimum level of unencumbered cash, cash equivalent investments, and available borrowing capacity under the line of credit.
+Added: The Company's $495.0 million unsecured line of credit, which is available through September 22, 2026, imposes restrictions on the payment of dividends through covenants requiring a minimum consolidated net worth and a minimum level of unencumbered cash, cash equivalent investments, and available borrowing capacity under the line of credit.
In addition, trust indentures and other financing agreements governing debt issued by the Company's lending subsidiaries generally have limitations on the amounts of funds that can be transferred to the Company by its subsidiaries through cash dividends at certain times.
1 unchanged sentence
These provisions do not currently materially limit the Company's ability to pay dividends, and, based on the Company's current financial condition and recent results of operations, the Company does not currently anticipate that these provisions will materially limit the future payment of dividends.
−Removed: 10.1 Form of Modification of Contract dated effective as of June 15, 2021 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 10, 2021 and incorporated herein by reference.
−Removed: 10.2 Form of Modification of Contract dated effective as of June 15, 2021 for Student Loan Servicing Contract between the United States Department of Education and Great Lakes Educational Loan Services, Inc., filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on June 10, 2021 and incorporated herein by reference.
+Added: 10.1# Third Amended and Restated Credit Agreement dated as of September 22 , 2021, among Nelnet, Inc., U.S.
+Added: Bank National Association, as Administrative Agent;
+Added: Wells Fargo Bank, National Association, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, U.S.
+Added: Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners;
+Added: and various lender parties thereto, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 22 , 2021 and incorporated herein by reference.
+Added: 10.2 Third Amended and Restated Guaranty dated as of September 22, 2021, by each of the subsidiaries of Nelnet, Inc.
+Added: signatories thereto, in favor of U.S.
+Added: Bank National Association, as Administrative Agent, filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 22, 2021 and incorporated herein by reference.
+Added: 10.3 Form of Modification of Contract entered into on September 24, 2021 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 27, 2021 and incorporated herein by reference.
+Added: 10.4 Form of Modification of Contract entered into on September 24, 2021 for Student Loan Servicing Contract between the United States Department of Education and Great Lakes Educational Loan Services, Inc., filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 27, 2021 and incorporated herein by reference.
31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer Jeffrey R.
11 unchanged sentences
** Furnished herewith
+Added: # Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K
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 thereunto duly authorized.
−Removed: August 5, 2021 By:
+Added: November 8, 2021 By:
/s/ JEFFREY R.
1 unchanged sentence
Principal Executive Officer
−Removed: August 5, 2021 By:
+Added: November 8, 2021 By:
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.