Cowen Group, Inc. Announces Closing of $149.5 Million of 3.0% Cash Convertible Senior Notes due 2019

NEW YORK–(BUSINESS WIRE)–Mar. 10, 2014–
Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today
announced the closing of its previously announced private offering of
$149.5 million aggregate principal amount of 3.0% cash convertible
senior notes due 2019. The offering included $19.5 million aggregate
principal amount of notes issued pursuant to the exercise in full by the
initial purchasers of their option to purchase additional notes.

Nomura Securities International, Inc. and Cowen and Company, LLC acted
as book-running managers for the offering.

In connection with the pricing of the notes and the exercise of the
initial purchasers’ option, the Company entered into a cash convertible
note hedge transaction with an affiliate of Nomura Securities
International, Inc.
(the “Option Counterparty”). The Company also
entered into warrant transactions with the Option Counterparty, and the
related warrants have an exercise price that is 75% higher than the last
reported sale price of $4.10 per share of the Company’s Class A common
stock on March 4, 2014. The cash convertible note hedge transaction is
expected to reduce the Company’s exposure to potential cash payments in
excess of the principal amount of converted notes that the Company may
be required to make upon conversion of the notes. The warrant
transactions will separately have a dilutive effect to the extent that
the market value per share of the Company’s Class A common stock exceeds
the applicable strike price of the warrants.

The Option Counterparty or an affiliate thereof may modify its hedge
position from time to time by entering into or unwinding various
derivatives with respect to the Company’s Class A common stock and/or
purchasing or selling the Company’s Class A common stock or other
securities of the Company in secondary market transactions (and is
likely to do so during any observation period related to a conversion of
notes). This activity could cause or avoid an increase or a decrease in
the market price of the Company’s Class A common stock.

Of the net proceeds from the sale of the notes, approximately $20.5
million
was applied to pay the net cost of the cash convertible note
hedge transaction, and approximately $340,000 was applied to repurchase
shares of Cowen Class A common stock from purchasers of the notes in
privately negotiated transactions. The remainder of the net proceeds
will be used for general corporate purposes.

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 notes have been offered and sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended. 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 Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together
with its consolidated subsidiaries, provides alternative asset
management, investment banking, research, and sales and trading services
through its two business segments: Ramius and its affiliates makes up
the Company’s alternative investment segment, while Cowen and Company
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 and a
sales and trading platform for institutional investors. Founded in 1918,
the firm is headquartered in New York and has offices located in major
financial centers around the world.

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,
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 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 Group, Inc.

Cowen Group, Inc.
Stephen Lasota, 212-845-7919

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