Nuveen Investment-Madison Dearborn

Nuveen Investments (JNC)
Madison Dearborn Partners
$6.3B All Cash Buyout

Summary

Investment group acquires investment services provider

$65 per JNC share; $6.3 total
JNC stock chart

Announced 6.20.07

Closed 11.13.07

Advisors

Financial

Special Committee : Goldman Sachs / Sandler O'Neill
MDP : Merrill Lynch

Legal

JNC : Cravath Swaine & Moore / Winston & Strawn
Special Committee : Katten Muchin Rosenman
MDP : Kirkland & Ellis

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Certain Definitions
1.2 Interpretation

Article II The Merger

2.1 The Merger
2.2 Effect of the Merger on Capital Stock
2.3 Surrender of Certificates and Book-entry Shares
2.4 Dissenting Shares
2.5 Treatment of Company Equity Awards
2.6 Organizational Documents
2.7 Directors and officers of Surviving Corporation

Article III Company Reps

3.1 Organization; Power; Qualification
3.2 Corporate Authorization; Enforceability
3.3 Capitalization; Equity Awards
3.4 Subsidiaries
3.5 Required Filings and Consents
3.6 Non Contravention
3.7 Compliance With Laws and Permits
3.8 Financial Reports and Sec Documents
3.9 Undisclosed Liabilities
3.10 Absence of Certain Changes
3.11 Litigation
3.12 Contracts
3.13 Benefit Plans
3.14 Taxes
3.15 Intellectual Property
3.16 Title to Real Properties
3.17 Funds; Assets Under Management
3.18 Takeover Statutes; No Rights Agreement; Company
Certificate
3.19 Opinion of Financial Advisor
3.20 Brokers and Finders
3.21 Interested Party Transactions
3.22 Indebtedness
3.23 No Other Representations Or Warranties

Article IV Parent and Merger Sub Reps

4.1 Organization and Power
4.2 Corporate Authorization
4.3 Enforceability
4.4 Required Filings and Consents
4.5 Non Contravention
4.6 Financing
4.7 Operations of Parent and Merger Sub
4.8 Solvency
4.9 Guarantees
4.10 Management Agreements
4.11 No Other Representations and Warranties

Article V Covenants

5.1 Conduct of Business of the Company
5.2 Access to Information; Confidentiality
5.3 Limitations on Solicitation
5.4 Notices of Certain Events
5.5 Stockholders Meeting; Proxy Material
5.6 Employees; Benefit Plans
5.7 Directors and officers Indemnification and Insurance
5.8 Commercially Reasonable Efforts
5.9 Public Announcements
5.10 Stock Exchange Listing; Deregistration
5.11 Fees and Expenses
5.12 Takeover Statutes
5.13 Financing
5.14 Investment Advisory Arrangement Consents
5.15 Public Fund Proxy Statements; Registration
Statements
5.16 Section 15(f) of the Investment Company Act
5.17 Rule 16b-3
5.18 Resignations
5.19 Other Actions
5.20 Arrangements With Company Employees and Directors
5.21 Control of Operations

Article VI Conditions to the Merger

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company
6.4 Frustration of Closing Conditions

Article VII Termination, Amendment and Waiver

7.1 Termination By Mutual Consent
7.2 Termination By Either Parent Or the Company
7.3 Termination By Parent
7.4 Termination By the Company
7.5 Effect of Termination
7.6 Payment of Fees Following Termination
7.7 Amendment
7.8 Extension; Waiver

Article VIII Miscellaneous

8.1 Survival
8.2 Governing Law
8.3 Submission to Jurisdiction
8.4 Waiver of Jury Trial
8.5 Notices
8.6 Entire Agreement
8.7 No Third Party Beneficiaries
8.8 Severability
8.9 Rules of Construction
8.10 Assignment
8.11 Specific Performance
8.12 Stockholder Litigation
8.13 Counterparts; Effectiveness

SEC Filings

Schedule 13D

David Aufhauser / UBS 9.17.07
Amendment #1 9.17.07

Proxy Solicitation

Special stockholder meeting 9.18.07

Press release

Definitive proxy statement 8.14.07

Table of contents

Preliminary proxy statement 7.31.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 5.3

Proxy statement disclosure

Break-up fee

$20mm, plus out-of-pocket expenses
Agreement 7.6

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 5.8
Proxy statement disclosure

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure

Sandler O'Neill fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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