Exhibit 10.1
EXECUTION COPY
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:
<PAGE>
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.
-2-
<PAGE>
(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.
-3-
<PAGE>
(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
-4-
<PAGE>
(or to be received in respect of a dividend
record date occurring on or before
the Settlement Date) by the Selling
Stockholder in respect of the Forward
Repurchase Shares from the date hereof
through
