8-K

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 Act of 1934

Date of Report (Date of earliest event reported): April 12, 2010 (April 9, 2010)

FEDERATED INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-14818	25-1111467
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Federated Investors Tower

Pittsburgh, Pennsylvania 15222-3779

(Address of principal executive offices, including zip code)

(412) 288-1900

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 9, 2010, Federated Investors, Inc. (Federated) entered into a $425 million amended and restated term loan credit agreement by and among Federated, certain of its subsidiaries and a syndicate of 22 banks led by PNC Capital Markets LLC as sole bookrunner and joint lead arranger and Citigroup Global Markets, Inc. as joint lead arranger.

The Term Loan amends and restates Federated’s $140 million prior term loan dated August 19, 2008. The Term Loan requires quarterly principal payments of $10.6 million per quarter for the first four years and $63.8 million per quarter for the fifth year with the final payment due upon expiration of the Term loan on April 1, 2015. Certain subsidiaries entered into an Amended and Restated Continuing Agreement of Guaranty and Suretyship whereby these subsidiaries guarantee payment of all obligations incurred through the Term Loan. The Term Loan also includes representations, warranties and other financial and non-financial covenants.

The borrowings under the Term Loan bear interest at a spread over the London Interbank Offering Rate (“LIBOR”). On March 30, 2010, Federated entered into a forward-starting interest rate swap transaction (the Swap) with PNC Bank, National Association which became effective on April 9, 2010, to hedge its interest rate risk associated with the Term Loan. The Swap has an initial notional amount of $425 million that declines in accordance with the scheduled principal payments associated with the Term Loan. Under the Swap, which expires on April 1, 2015, Federated will receive payments based on LIBOR and will make payments based on an annual fixed rate of 4.396%.

Proceeds from the Term Loan will be used to refinance the existing debt and for general corporate purposes.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure set forth under Item 1.01 is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit 99.1 – Press release issued by Federated Investors, Inc. dated April 12, 2010

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 hereunto duly authorized.

	FEDERATED INVESTORS, INC.
	(REGISTRANT)
Dated: April 12, 2010	By:	/s/ Denis McAuley III
		Denis McAuley III
		Principal Accounting Officer

EX-99.1

Federated Investors, Inc. Enters into New $425 Million Term-Loan Agreement

(PITTSBURGH, Pa., April 12, 2010) — Federated Investors, Inc. (NYSE: FII), one of the nation’s largest investment managers, today announced that the company entered into a new $425 million term-loan agreement. The new agreement amends and restates Federated’s existing $140 million term-loan agreement.

Proceeds from the new term loan will be used to refinance existing debt and for general corporate purposes. PNC Capital Markets LLC (sole bookrunner) and Citigroup Global Markets, Inc. were the joint lead arrangers for the syndicate, which included 20 additional banks.

The new term loan requires quarterly principal payments of $10.6 million per quarter for the first four years and $63.8 million per quarter for the fifth year with the final payment due upon expiration of the term loan on April 1, 2015. Related to the term-loan, Federated entered into an interest-rate swap with PNC Bank. The initial notional amount of the swap was $425 million that declines in accordance with principal payments associated with the new term loan. Federated will receive payments based on LIBOR and will make payments based on an annual fixed rate of 4.396 percent.

Federated Investors, Inc. is one of the largest investment managers in the United States, managing $389.3 billion in assets as of Dec. 31, 2009. With 145 funds and a variety of separately managed account options, Federated provides comprehensive investment management to more than 5,200 institutions and intermediaries including corporations, government entities, insurance companies, foundations and endowments, banks and broker/dealers. For more information, visit FederatedInvestors.com.

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Certain statements in this press release, such as those related to the company’s use of loan proceeds, constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Other risks and uncertainties include the possibility that the company’s plans to use cash may change, and also include the risk factors discussed in the company’s annual and quarterly reports as filed with the Securities and Exchange Commission. As a result, no assurance can be given as to future results, levels of activity, performance or achievements, and neither the company nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.

MEDIA:	MEDIA:	ANALYSTS:
Meghan McAndrew  412-288-8103	Ed Costello  412-288-7538	Ray Hanley  412-288-1920