St. Paul Prices Nuveen Divestiture

St. Paul Travelers Cos. Inc. said Thursday that it has agreed to sell 39.3 million shares of Nuveen Investments common stock in a previously announced secondary offering at $34 per share and expects to realize proceeds of $1.4 billion after the sale closes Tuesday, if over-allotments are fully exercised.

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Also on Tuesday, Nuveen, the insurer’s Chicago asset management affiliate, will repurchase directly from St. Paul Travelers about 6.1 million shares at a price of $32.98 per share (the offering price net of the underwriting discount), or $200 million. In addition, upon the receipt of certain Nuveen fund approvals but no later than Dec. 23, Nuveen is to buy a further 12.1 million shares of its common stock from St. Paul Travelers for $400 million, plus interest. The insurance company will get the latter sale’s cash proceeds when the purchase is closed.

St. Paul Travelers also has forward sale agreements settling no later than next March 31 with affiliates of Merrill Lynch & Co. and Morgan Stanley. These agreements for an aggregate of about 11.9 million shares are to yield cash proceeds of about $360 million to be paid Tuesday.

Nuveen Investments, in which St. Paul Travelers holds a 78% stake, is to emerge from these transactions as a fully independent public company, with 75.9 million basic shares of common stock outstanding. It manages about $119 billion of assets.


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