Exhibit 10.1
REPURCHASE AGREEMENT
This Repurchase Agreement (this
“Agreement”) is made as of March 29, 2005, by and
between Nuveen Investments, Inc., a Delaware corporation (the
“Company”), and The St. Paul Travelers Companies, Inc.,
a Minnesota corporation (the “Selling
Stockholder”).
BACKGROUND
A.
The Company has filed a Registration Statement on Form S-3 with the
Securities and Exchange Commission (as amended, the
“Registration Statement”) with respect to the sale of
certain shares of Class A common stock of the Company (the
“Class A Common Stock”) by the Selling Stockholder,
which Registration Statement was subsequently declared effective by
the Securities and Exchange Commission.
B.
The Company has filed preliminary prospectus supplements relating
to (1) an underwritten offering of shares of Class A Common Stock
by the Selling Stockholder (the “Stock Offering”), and
(2) an offering of shares of Class A Common Stock underlying
certain mandatorily exchangeable securities (the “Mandatorily
Exchangeable Offering”).
C.
Selling Stockholder is the record and beneficial owner of
60,999,414 shares of Class B common stock of the Company (the
“Class B Common Stock”).
D.
Simultaneous with, and contingent upon, the closing of the Stock
Offering as set forth in Section 2(a)(ii) below, the receipt of
financing necessary to enable the Company to satisfy its
obligations hereunder, on substantially the terms contained in the
executed commitment letter attached as Annex A hereto (the
“Financing Condition”), and further contingent upon the
other terms and conditions contained in this Agreement, the Selling
Stockholder desires to sell, and the Company desires to repurchase,
such number of shares of Class B Common Stock as is equal to $200
million (the “Closing Consideration”) divided by the
lesser of (i) the net offer proceeds per share to be received by
the Selling Stockholder from the underwriters in the Stock Offering
as set forth on the cover of the related prospectus (such per share
amount, the “Net Offer Proceeds”) and (ii) $40.00,
rounded (if necessary) to the nearest whole share (such number, the
“Closing Repurchase Shares”) upon the terms and subject
to the conditions of this Agreement (the “Closing
Repurchase”).
E.
On a forward basis, contingent upon the closing of the Stock
Offering as set forth in Section 2(a)(ii) below, the Financing
Condition and the other terms and conditions contained in this
Agreement, Selling Stockholder desires to sell, and the Company
desires to repurchase, the Forward Repurchase Shares (as defined
below) upon the terms and subject to the conditions of this
Agreement (the “Forward Repurchase”).
TERMS OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants contained herein, and for good
and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Transfer Restrictions . During the term of this
Agreement, Selling Stockholder shall not convey, give, assign,
pledge, sell, distribute, dispose or otherwise transfer any
Repurchase Shares (as defined below) or any option, warrant or any
other interest herein, except as provided herein.
2.
Closing Repurchase . Upon the terms and subject to the
conditions contained in this Agreement, the Company shall have the
obligation at the Closing (as defined below) to repurchase all of
the Closing Repurchase Shares from Selling Stockholder upon
delivery therefrom, and Selling Stockholder shall have the
obligation at the Closing to sell all of the Closing Repurchase
Shares to the Company, as follows:
(a) The
obligations of the parties to affect the closing of the Closing
Repurchase (the “Closing”) are contingent upon the
following:
(i)
Mutual Conditions .
(A) satisfaction of the Financing
Condition; and
(B) the Company’s capital
shall not be impaired within the meaning of Section 160 of the
Delaware General Corporation Law at the time of the Closing, nor
shall the Closing Repurchase cause any such impairment of the
capital of the Company;
(ii)
Conditions on the Obligations of the Company .
(A) the closing of the Stock
Offering either (I) for not less than 33,655,354 shares of Class A
Common Stock, or (II) at an aggregate offering size of not less
than $1 billion;
(B) the representations and
warranties of Selling Stockholder contained in Section 5 shall have
been true and correct in all material respects as of the date of
this Agreement and as of the Closing; and
(C) the covenants required to have
been performed or complied with by Selling Stockholder prior to the
Closing shall have been performed or complied with in all material
respects.
(iii)
Conditions on the Obligations of Selling Stockholder
.
(A) the closing of the Stock
Offering;
(B) the representations and
warranties of the Company contained in Section 6 shall have been
true and correct in all material respects as of the date of this
Agreement and as of the Closing; and
(C) the covenants required to have
been performed or complied with by the Company prior to the Closing
shall have been performed or complied with in all material
respects.
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(b)
Subject to Section 2(a) above, at the Closing and simultaneously
with the closing of the Stock Offering:
(i) Selling Stockholder shall deliver to the Company one or more
certificates representing the Closing Repurchase Shares, duly
endorsed for transfer, with appropriate stock powers attached,
properly signed and with any necessary documentary or transfer tax
stamps duly affixed and cancelled, free and clear of any claims,
liens, security interests, restrictions, pledges and encumbrances
of any kind (except for such restrictions on transfer as may exist
generally under applicable federal and state securities laws);
and
(ii) the Company shall deliver to
Selling Stockholder via wire-transfer in immediately available
funds, to an account designed by Selling Stockholder in writing on
or before the second business day prior to the Closing, $200
million.
3.
Forward Repurchase . Upon the terms and subject to the
conditions contained in this Agreement, the Company shall have the
obligation on the Settlement Date (as defined below) to repurchase
all of the Forward Repurchase Shares (collectively with the Closing
Repurchase Shares, the “Repurchase Shares,” with the
Closing Repurchase and the Forward Repurchase, collectively, the
“Repurchase”) from Selling Stockholder upon delivery
therefrom, and Selling Stockholder shall have the obligation on the
Settlement Date to sell all of the Forward Repurchase Shares to the
Company, as follows:
(a) The
obligations of the parties to effect the closing of the Forward
Repurchase are contingent upon the following:
(i)
Mutual Conditions .
(A) the Closing Repurchase shall
have occurred; and
(B) the Company’s capital
shall not be impaired within the meaning of Section 160 of the
Delaware General Corporation Law at the time of the Settlement
Date, nor shall the Forward Repurchase cause any such impairment of
the capital of the Company;
(ii)
Conditions on the Obligations of the Company .
(A) the representations and
warranties of Selling Stockholder contained in Section 5 shall have
been true and correct in all material respects as of the date of
this Agreement and as of the Settlement Date; and
(B) the covenants required to have
been performed or complied with by Selling Stockholder prior to the
Settlement Date shall have been performed or complied with in all
material respects; and
(iii)
Conditions on the Obligations of Selling Stockholder
.
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(A) the representations and
warranties of the Company contained in Section 6 shall have been
true and correct in all material respects as of the date of this
Agreement and as of the Settlement Date; and
(B) the covenants required to have
been performed or complied with by the Company prior to the
Settlement Date shall have been performed or complied with in all
material respects.
(b)
Subject to Section 3(a) above, on the Settlement Date:
(i) Selling Stockholder shall deliver to the Company one or more
certificates representing the Forward Repurchase Shares, duly
endorsed for transfer, with appropriate stock powers attached,
properly signed and with any necessary documentary or transfer tax
stamps duly affixed and cancelled (or in the event that Section
7(c) below becomes applicable, Selling Stockholder may in the
alternative deliver the Forward Repurchase Shares via book-entry
transfer in customary form and according to customary procedures),
free and clear of any claims, liens, security interests,
restrictions, pledges and encumbrances of any kind (except for such
restrictions on transfer as may exist generally under applicable
federal and state securities laws); and
(ii)
the Company shall deliver to Selling Stockholder via wire-transfer
in immediately available funds, to an account designated by Selling
Stockholder in writing on or before the second business day prior
to the Settlement Date, the Forward Consideration.
(c) For
purposes of this Agreement:
(i) “Consent Condition” shall mean receipt by the
Company or its applicable subsidiaries of Consents (as defined
below) from clients representing at least the Threshold Percentage
of the Company’s aggregate assets under management in
investment companies (or series thereof) registered under the
Investment Company Act of 1940, as amended (the “Investment
Company Act”), for which the Company or its subsidiaries
provides investment management or advisory services pursuant to an
investment advisory agreement (a “Fund”) as of the
record date for the meeting of the shareholders of each such Fund
held to vote on the Consent, as defined in the next sentence.
As used herein, “Consent” shall mean the necessary
approval of the board and shareholders of the applicable Fund
pursuant to the provisions of Section 15 of the Investment Company
Act of a new investment advisory agreement for such Fund having
substantially the same terms as the agreement in effect immediately
prior to the effectiveness of the new agreement. For purposes
of determining whether the Consent Condition has been met, the
calculation of the percentage of Consents received shall be made
without regard to any change in the assets under management
referred to in the first sentence of this definition resulting from
changes in market value from and after the record date for the
meeting of the shareholders of each Fund held to vote on the
Consent.
(ii) “Forward Consideration” shall mean the sum of $400
million, plus (x) interest accrued on such amount at an annual rate
of 3.5% from the date hereof through the Settlement Date, less (y)
the aggregate amount of any dividends actually paid and
received
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(or to be received in respect of a
dividend record date occurri
