St. Paul Travelers Sets Plan to Sell Stake in Nuveen

Nuveen Investments, Inc. and The St. Paul Travelers Companies, Inc. announced that St. Paul Travelers is implementing a program to sell its equity interest in Nuveen Investments.

The objective of the transactions is for St. Paul Travelers to sell its entire interest in Nuveen Investments, resulting in Nuveen Investments becoming a fully independent, publicly traded company.

The program has three parts:

• St. Paul Travelers will sell 39.6 million Nuveen shares, exclusive of an
underwriters’ over-allotment option, through a public secondary offering. Nuveen Investments will be filing a prospectus supplement for the secondary offering;

• Additionally, Nuveen Investments intends to repurchase $600 million of Nuveen shares from St. Paul Travelers at the price of the secondary offering, net of the underwriters’ discount; and

• Finally, St. Paul Travelers will enter into forward sale agreements with affiliates of Merrill Lynch and Morgan Stanley, with respect to its remaining equity interest in Nuveen Investments, or approximately 13.5 million shares. Merrill Lynch and Morgan Stanley will in turn each issue public securities mandatorily exchangeable into shares of Nuveen.

Merrill Lynch & Co., Morgan Stanley and Citigroup will act as the joint bookrunners and lead managers in the underwritten common stock offering, and Merrill Lynch & Co. and Morgan Stanley will also act as joint bookrunners of the mandatorily exchangeable securities.