Fitch Affirms Nelnet Student Loan Trust 2012-3 Senior Notes; Upgrades Sub Notes

NEW YORK--()--Fitch Ratings affirms the senior notes issued by Nelnet Student Loan Trust 2012-3 at 'AAAsf' and upgrades the subordinate notes to 'AAsf' from 'Asf'. The Rating Outlook on both notes remains Stable.

KEY RATING DRIVERS

High Collateral Quality: The collateral consists of 100% of Federal Family Education Loan Program (FFELP) loans including 9.48% of rehabilitated FFELP loans. The credit quality of the trust collateral is high, in Fitch's opinion, based on the guarantees provided by the transaction's eligible guarantors and reinsurance provided by the U.S. Department of Education (ED) for at least 97% of principal and accrued interest. Fitch currently rates the U.S. sovereign 'AAA' with a Stable Outlook.

Sufficient Credit Enhancement (CE): CE is provided by overcollateralization (OC; the excess of trust's asset balance over bond balance), excess spread, and (for the senior notes) subordination of the class B notes. As of April 2014, senior parity and total parity are 104.8% (3.92% CE) and 101.1% (1.00%) respectively. The trust is releasing cash at the cash release level of the greater of 1.00% OC and $2 million.

Adequate Liquidity Support: Liquidity support is provided by a reserve account and a capitalized interest account. The reserve is sized at the greater of 0.25% of the pool balance and $424,300.

Acceptable Servicing Capabilities: National Education Loan Network, Inc. is the Master Servicer, with Nelnet, Inc. acting as subservicer. Fitch believes both National Education Loan Network, Inc. and Nelnet, Inc. to be acceptable servicers of FFELP student loans.

RATING SENSITIVITIES

Since the FFELP student loan ABS relies on the U.S. government to reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S. sovereign rating, defaults and basis risk account for the majority of the risk embedded in FFELP student loan transactions. Additional defaults and basis shock beyond Fitch's published stresses could result in future downgrades. Likewise, a buildup of credit enhancement driven by positive excess spread given favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

Nelnet Student Loan Trust 2012-3

--Class A note affirmed at 'AAAsf'; Outlook Stable;

--Class B note upgraded to 'AAsf' from 'Asf'; Outlook Stable.

A comparison of the transaction's RW&Es to those of typical RW&Es for student loans is available by accessing the reports and links below:

--'Nelnet Student Loan Trust 2012-3 - Appendix', dated July 26, 2012;

--'Representations, Warranties, and Enforcement Mechanisms in Global Structured Finance Transactions --Amended', dated April 17, 2012.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 24, 2013);

--'Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria' (May 17, 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=748821

Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708795

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=833675

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Contacts

Fitch Ratings
Lisette Figueroa
Analyst
+1-212-908-1836
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Committee Chairperson
Tracy Wan
Senior Director
+1-212-908-9171
or
Media Relations
Sandro Scenga, New York, +1-212-908-0278
sandro.scenga@fitchratings.com

Contacts

Fitch Ratings
Lisette Figueroa
Analyst
+1-212-908-1836
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Committee Chairperson
Tracy Wan
Senior Director
+1-212-908-9171
or
Media Relations
Sandro Scenga, New York, +1-212-908-0278
sandro.scenga@fitchratings.com