UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) SEPTEMBER 30, 2005
NUVEEN INVESTMENTS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-11123 36-3817266
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 917-7700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
CREDIT AGREEMENT
On September 30, 2005, Nuveen Investments, Inc. ("Nuveen") entered into a
Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as
administrative agent, Citibank, N.A., as Syndication Agent, and the other
financial institutions named therein, as lenders.
The Credit Agreement provides for an unsecured revolving loan of
$400,000,000 to Nuveen, subject to customary conditions precedent. The maturity
date of the facility is September 15, 2010. Borrowings under the facility will
bear interest at a rate, at Nuveen's option, of either LIBOR or the Federal
Funds rate plus a spread equal to 0.220% to 0.600%, based on the debt ratings of
Nuveen's non-credit-enhanced, senior unsecured long-term debt, as determined by
Standard & Poor's Ratings Services and/or Moody's Investors Service, Inc. (the
"Debt Ratings"). The Credit Agreement requires Nuveen to pay a facility fee
quarterly in arrears in an annual amount ranging from 0.08% to 0.15%, depending
on Nuveen's Debt Ratings, and when applicable a utilization fee. The Credit
Agreement includes customary representations and warranties and affirmative and
negative covenants including, among others, covenants relating to financial
reporting, maintenance of certain financial ratios, incurrence of liens, sale or
disposition of assets and incurrence of other indebtedness. Nuveen intends to
use proceeds under the facility for general corporate purposes, including
acquisitions permitted by the Credit Agreement, working capital, capital
expenditures and repayment of all outstanding indebtedness under Nuveen's
existing credit agreements.
The Credit Agreement provides for customary events of default with
corresponding grace periods, including, among other things, failure to pay any
principal or interest when due, failure to comply with certain covenants,
certain insolvency or receivership events affecting Nuveen or its subsidiaries,
and a change in control of Nuveen (as defined in the Credit Agreement). In the
event of a default by Nuveen, the administrative agent may, and at the request
of the requisite number of lenders shall, declare all amounts owing under the
Credit Agreement immediately due and payable, terminate the lenders' commitments
to make loans under the Credit Agreement, and/or exercise any and all remedies
and other rights under the Credit Agreement. For certain events of default
related to insolvency and receivership, the commitments of the lenders will be
automatically terminated and all outstanding loans will become immediately due
and payable.
Certain of the lenders party to the Credit Agreement, as well as certain of
their respective affiliates, have performed, and may in the future perform, for
Nuveen and its subsidiaries, various commercial banking, investment banking,
underwriting and other financial advisory services, for which they have
received, and will receive, customary fees and expenses.
The foregoing description of the Credit Agreement is qualified in its
entirety by reference to the Credit Agreement filed as Exhibit 10.1 hereto which
is hereby incorporated by reference herein.
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On September 30, 2005, Nuveen used the proceeds from the Credit Agreement
to pay in full (i) all of its then outstanding obligations under its Bridge
Credit Agreement dated as of April 1, 2005 (the "Bridge Credit Agreement"),
among Nuveen, Citicorp North America, Inc., as administrative agent, Citigroup
Global Markets, Inc., as arranger and the other parties thereto and (ii) its
then accruing facility fees under its 3-Year Credit Agreement dated as of August
7, 2003 (the "3-Year Credit Agreement"), among Nuveen, Bank of America, N.A., as
administrative agent, Citibank, N.A., as syndication agent, Bank One, N.A., as
documentation agent, and the lenders party thereto.
Also on September 30, 2005, Nuveen terminated both the Bridge Credit
Agreement and the 3-Year Credit Agreement. Nuveen had previously described and
filed the Bridge Credit Agreement and described the 3-Year Credit Agreement in
its Current Report on Form 8-K filed on April 7, 2005. Such descriptions are
incorporated herein in their entirety. Nuveen had filed the 3-Year Credit
Agreement in its Quarterly Report on Form 10-Q for the quarter ended September
30, 2003.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information contained in Item 1.01 of this Current Report on Form 8-K
is hereby incorporated by reference.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On October 4, 2005, Nuveen issued a press release announcing that it had
completed the acquisition of Santa Barbara Asset Management, a manager of growth
stock portfolios for institutions and high-net-worth investors. The press
release is filed as Exhibit 99.1 and is hereby incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Credit Agreement, entered into as of September 30, 2005,
among Nuveen Investments, Inc., the several financial
institutions from time to time party thereto as banks, Bank
of America, N.A., as administrative agent and Citibank,
N.A., as syndication agent.
Exhibit 99.1 Press Release issued October 4, 2005 by Nuveen Investments,
Inc., filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
Date: October 5, 2005 By: /s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
Exhibit 10.1 Credit Agreement, entered into as of September 30, 2005,
among Nuveen Investments, Inc., the several financial
institutions from time to time party thereto as lenders,
Bank of America, N.A., as administrative agent, and
Citibank, N.A., as syndication agent.
Exhibit 99.1 Press Release issued October 4, 2005 by Nuveen Investments,
Inc., filed herewith.
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