Cowen Announces Closing of $135 Million 3.00% Convertible Senior Notes Due 2022
NEW YORK–(BUSINESS WIRE)–Dec. 14, 2017–
Cowen Inc. (NASDAQ: COWN) (“Cowen” or the “Company”) today announced the
closing of its previously announced offering of $135 million aggregate
principal amount of 3.00% convertible senior notes due 2022 (the
“notes”). The notes are being offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended. The closing includes $15 million aggregate principal
amount of notes issued pursuant to the exercise in full by the initial
purchasers of their option to purchase additional notes.
Interest is payable on the notes semi-annually at a rate of 3.00% per
annum on June 15 and December 15 of each year, commencing June 15, 2018.
The notes will mature on December 15, 2022, unless earlier repurchased,
redeemed or converted prior to such date. Prior to September 15, 2022,
the notes will be convertible only under certain conditions. Thereafter,
until the close of business on the second business day immediately
preceding the maturity date of December 15, 2022, the notes will be
convertible at any time. Conversions of the notes will be settled by the
delivery and/or payment, as the case may be, of Class A common stock,
cash, or a combination thereof, at the Company’s election; provided that
the Company may not issue in excess of 19.9% of its Class A common stock
upon conversion of the notes unless and until such issuance is approved
by the Company’s stockholders. The Company may not redeem the notes
prior to December 15, 2020 and thereafter may only redeem the notes
under certain conditions. The conversion rate for the notes is initially
57.5540 shares of Cowen’s Class A common stock per $1,000 principal
amount of notes, which is equivalent to an initial conversion price of
approximately $17.375 per share of Cowen’s Class A common stock. The
initial conversion price of the notes represents a premium of
approximately 25% to the $13.90 per share last reported sale price of
Cowen’s Class A common stock on December 11, 2017. The notes are
unsecured obligations of Cowen.
The net proceeds from the offering, including the proceeds resulting
from the exercise in full by the initial purchasers of their option to
purchase an additional $15 million aggregate principal amount of notes,
are $130.95 million, after deducting the initial purchasers’ discounts
and commissions but prior to taking into account any estimated offering
expenses payable by the Company. The estimated offering expenses payable
by the Company are $600,000.
The Company intends to use the net proceeds, together with cash on hand,
from the offering for general corporate purposes, including the
repurchase or repayment of $115.14 million of the Company’s outstanding
3.0% cash convertible senior notes due 2019 and the repurchase of
approximately $19.5 million of the Company’s shares of its Class A
common stock from purchasers of the notes in privately negotiated
transactions, which are being consummated substantially concurrently
with the closing of the offering. The price of the Class A common stock
repurchased in these transactions is expected to equal the closing price
per share of the Company’s Class A common stock on the date of the
pricing of the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes or any other securities, nor
will there be any sale of notes or any other securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction.
The offer and sale of the notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
About Cowen Inc.
Cowen Inc. is a diversified financial services firm and, together with
its consolidated subsidiaries, provides alternative asset management,
investment banking, research, sales and trading, prime brokerage, global
clearing and commission management through its two business segments:
Cowen Investment Management and its affiliates make up the Company’s
alternative investment segment, while Cowen and Company, LLC, a member
of FINRA and SIPC, and its affiliates make up the Company’s
broker-dealer segment. Cowen Investment Management provides alternative
asset management solutions to a global client base and manages a
significant portion of Cowen’s proprietary capital. Cowen and Company
and its affiliates offer industry focused investment banking for
growth-oriented companies, domain knowledge-driven research, a sales and
trading platform for institutional investors and a comprehensive suite
of prime brokerage services. Founded in 1918, the firm is headquartered
in New York and has offices worldwide. For additional information, visit www.cowen.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking
statements provide the Company’s current expectations or forecasts of
future events. Forward-looking statements include statements about the
Company’s expectations, beliefs, plans, objectives, intentions,
assumptions and other statements that are not historical facts.
Forward-looking statements are subject to known and unknown risks and
uncertainties and are based on potentially inaccurate assumptions that
could cause actual results to differ materially from those expected or
implied by the forward-looking statements, including without limitation,
whether or not the Company will offer the notes or consummate the
offering, enter into the prepaid forward share repurchase transaction,
the anticipated terms of the notes and the offering, and the anticipated
use of the proceeds of the offering. The Company’s actual results could
differ materially from those anticipated in forward-looking statements
for many reasons, including the factors described in the section
entitled “Risk Factors” in the offering memorandum relating to the
offering of the notes and in the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
as filed with the Securities and Exchange Commission. The Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q are available at our
website at www.cowen.com
and at the Securities and Exchange Commission website at www.sec.gov.
Unless required by law, the Company undertakes no obligation to publicly
update or revise any forward-looking statement to reflect circumstances
or events after the date of this press release.
Source: Cowen Inc.
Stephen Lasota, 212-845-7919
Nancy Wu, 646-562-1259
Dan Gagnier, 646-569-5897