Nelnet, Inc. commences fixed price cash tender offer for notes of Nelnet Education Loan Funding, Inc.

Monday, December 9, 2013

Nelnet, Inc. (NYSE: NNI) (the "Company") announced today that it has commenced a fixed price cash tender offer for any and all outstanding Series 2004‑2 senior auction rate student loan asset‑backed notes and Series 2004‑2 subordinate auction rate student loan asset‑backed notes (collectively, the "Auction Rate Notes") of Nelnet Education Loan Funding, Inc. (the "Issuer"), that are identified in the table below, for the consideration described in the table below (the "Notes Consideration"):

CUSIP Number           Class                  Security Description                       Consideration per $1,000 Principal Amount

64031RBA6               A‑5b                 Senior Auction Rate Notes               $960

64031RBB4               A‑5c                 Senior Auction Rate Notes                $960

64031RBC2               B‑1                   Subordinate Auction Rate Notes       $850

In addition to the Notes Consideration, the Company will pay all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). The offer will expire at 5:00 p.m., New York City time, on Monday, December 16, 2013, unless extended or earlier terminated (the "Expiration Time"). To receive the Notes Consideration, holders of Auction Rate Notes must validly tender their Auction Rate Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer in same‑day funds promptly after the Expiration Time (the "Settlement Date"), which is expected to be on or about Thursday, December 19, 2013. The Company expects to use available cash to pay for the Auction Rate Notes. Additional terms and conditions of the tender offer are set forth in the Offer to Purchase, dated December 2, 2013 (the "Offer to Purchase").

This press release is neither an offer to purchase nor a solicitation to buy any of the Auction Rate Notes, nor is it a solicitation for acceptance of the tender offer. Nelnet is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Nelnet or its affiliates, the Issuer, the Dealer Manager or the Depositary and Information Agent is making any recommendation as to whether or not holders should tender their Auction Rate Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase that are being sent to holders of the Auction Rate Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase may be obtained from the Depositary and Information Agent for the tender offer, Global Bondholders Services, at (212) 430‑3774 (for Banks and Brokers) or (866) 470‑4500 (toll free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 357‑6436 or (800) 828‑3182 (toll free).

For more than 30 years, Nelnet has been helping families plan, prepare, and pay for their educations. For more information, visit www.nelnet.com.