Cowen Completes Reverse Stock Split

NEW YORK–(BUSINESS WIRE)–Dec. 5, 2016–
Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) completed its
previously announced one-for-four reverse stock split. Pursuant to the
reverse split, common shareholders automatically received one common
share for every four common shares owned. The Company’s Class A common
stock will begin trading on a reverse split adjusted basis on the NASDAQ
Global Market
at the opening of trading on December 5, 2016 under the
symbol “COWN.” In connection with the reverse stock split, the Company’s
Class A common stock CUSIP will change to USIP number 223622606.

The Company believes that existing stockholders will benefit from the
ability to attract a broader range of investors as a result of the
reverse stock split and a higher per share stock price.

The reverse stock split uniformly affects all record holders of common
stock and does not affect any record holder’s percentage ownership in
the Company, except for de minimis changes as a result of the
elimination of fractional shares. The reverse stock split reduced the
number of Class A shares of common stock outstanding from approximately
107,337,144 as of December 5, 2016 to approximately 26,834,286 shares
post-split.

All outstanding preferred shares, stock options, stock appreciation
rights, warrant, and equity incentive plans immediately prior to the
reverse stock split will be appropriately adjusted by dividing the
number of shares of Class A common stock into which the preferred
shares, stock options, stock appreciation rights, warrants and equity
incentive plans of the Class A common stock are exercisable or
convertible by four and multiplying the exercise or conversion price by
four, as a result of the reverse stock split.

The reverse stock split did not affect the number of authorized or
outstanding shares of the Company’s 5.625% Series A Cumulative Perpetual
Convertible Preferred Stock (“Preferred Stock”) or the dividend rate per
share of any outstanding shares of Preferred Stock. The conversion price
and conversion rate have been adjusted and effective as of the open of
business on December 5, 2016. As a result of the adjustment, the
conversion rate is 38.0619 and the conversion price is $26.2730.

The conversion rate of the Company’s 3.0% Cash Convertible Senior Notes
due 2019 (“Convertible Notes”) automatically adjusted as follows: the
conversion rate of the Convertible Notes adjusted from 187.62 shares of
Common Stock per $1,000 principal amount of such notes to 46.905 shares
of Common Stock per $1,000 principal amount of such notes. The maximum
total number of shares of common stock issuable upon conversion in
connection with a “Make Whole Adjustment” under the Convertible Notes
adjusted from 28,048,786 shares per $1,000 principal amount of such
notes to 7,012,196 shares of Common Stock per $1,000 principal amount of
such notes.

No fractional shares will be issued in connection with the reverse
split. Stockholders of fractional shares of the Company’s Class A common
stock will receive a cash payment at a price equal to the closing price
of the Company’s Class A common stock as of December 2, 2016.
Stockholders who hold their shares in brokerage accounts or “street
name” are not required to take any action in connection with the reverse
stock split. Their accounts will be automatically adjusted to reflect
the new number of shares owned. A letter of transmittal relating to the
reverse stock split will be sent to record holders of certificates of
Class A common stock. Stockholders who receive this communication should
follow the instructions in that letter.

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together
with its consolidated subsidiaries, provides alternative asset
management, investment banking, research, sales and trading and prime
brokerage services through its two business segments: Ramius and its
affiliates make up the Company’s alternative investment segment, while
Cowen and Company, a member of FINRA and SIPC, and its affiliates make
up the Company’s broker-dealer segment. Ramius 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.

Source: Cowen Group, Inc.

Gagnier Communications
Dan Gagnier, 646-273-9391

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