News & Events

Simpson Thacher recently assisted Travelers Companies, Inc. in connection with a series of transactions intended to monetize their 78% interest in Nuveen Investments, Inc., a leading provider of investment management services. The transactions comprised (1) a $1.3 billion secondary public offering, (2) a two-step repurchase by Nuveen of $600 million of shares of its common stock from St. Paul Travelers and (3) a pair of forward sale agreements, one with an affiliate of Merrill Lynch relating to the sale of $184 million of Nuveen common stock and the other with an affiliate of Morgan Stanley relating to the sale of $193 million of Nuveen common stock. In connection with the forward sale agreements, Merrill Lynch and Morgan Stanley each issued $275 million principal amount of mandatorily exchangeable securities in separate registered offerings.

In light of the nature of Nuveen's business and the size of the equity interest being transferred, the transactions presented a number of significant issues involving the Investment Company Act and the Investment Advisers Act, as well as securities law issues relating to the forward sale agreements and the mandatorily exchangeable securities.

The transaction team included John Lobrano, Alan Schnitzer, Sarah Cogan, Tara Gabbai, Dominique Schulte and Karen Kelley. Erik Hepler and Frank Marinelli also provided advice with respect to matters relating to collateral arrangements and Section 16 compliance.