Cowen Group, Inc. Announces Proposed Private Offering of Series A Cumulative Perpetual Convertible Preferred Stock

NEW YORK–(BUSINESS WIRE)–May 13, 2015–
Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today
announced that it intends to offer, subject to market and other
conditions, 105,000 shares of its Series A Cumulative Perpetual
Convertible Preferred Stock (the “Convertible Preferred Stock”) in a
private offering to eligible purchasers. The Company would also grant
the initial purchasers of the Convertible Preferred Stock an option to
purchase up to an additional 15,750 shares of Convertible Preferred
Stock on the same terms and conditions. Holders may convert the
Convertible Preferred Stock at any time into cash, shares of the
Company’s Class A common stock or a combination thereof, at the
Company’s election, in each case, based on a specified conversion rate.
At any time on or after May 20, 2020, the Company may elect to cause all
outstanding shares of the Convertible Preferred Stock to be
automatically converted into shares of the Company’s Class A common
stock, cash or a combination thereof, at the Company’s election, in each
case, based on the specified conversion rate, if the last reported sale
price of the Company’s Class A common stock equals or exceeds 150% of
the then-current conversion price on at least 20 trading days (whether
or not consecutive) during the period of 30 consecutive trading days
(including on the last trading day of such period) immediately prior to
such election. Final terms of the Convertible Preferred Stock, including
the dividend rate, conversion rate, offering price and other terms, will
be determined at the time of pricing based on negotiations with the
initial purchasers.

The Company intends to enter into a capped call option transaction with
an affiliate of Nomura Securities International, Inc. (the “Option
Counterparty”). If the initial purchasers exercise their option to
purchase additional shares, the Company may use a portion of the net
proceeds from the sale of additional shares to enter into an additional
capped call option transaction with the Option Counterparty.

In connection with establishing its initial hedge of the capped call
option transactions, the Option Counterparty and/or its affiliates
expect to enter into various derivative transactions with respect to the
Company’s Class A common stock and/or purchase its Class A common stock
in secondary market transactions concurrently with or shortly after
pricing of the Convertible Preferred Stock. This activity could
increase, or reduce the size of any decrease in, the market price of the
Company’s Class A common stock at that time.

In addition, the Option Counterparty and/or its affiliates may modify
their hedge positions by entering into or unwinding various derivative
positions with respect to the Company’s Class A common stock and/or
purchasing or selling its Class A common stock or other securities of
the Company in secondary market transactions following the pricing of
the Convertible Preferred Stock (and are likely to do so on or around
any conversion of the Convertible Preferred Stock, including during the
related observation period for the Convertible Preferred Stock, if
applicable, and, whether or not the Convertible Preferred Stock has been
converted, during a specified valuation period following the expiration
of the capped call option transactions on May 20, 2020). This activity
could cause or avoid an increase or decrease in the market price of the
Company’s Class A common stock.

The Company intends to use a portion of the net proceeds from the
offering to pay the cost of the capped call option transaction or
transactions, and the remainder of the net proceeds from the offering
for general corporate purposes.

Nomura Securities International, Inc., SunTrust Robinson Humphrey, Inc.
and Cowen and Company, LLC are acting as book-running managers for the
offering.

The Convertible Preferred Stock will be offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”).

The Convertible Preferred Stock and any shares of Cowen Class A common
stock issued upon conversion of the Convertible Preferred Stock will not
be registered under the Securities Act or the securities laws of any
state and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Securities Act and applicable state securities
laws or blue sky laws and foreign securities laws.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Convertible Preferred Stock or any
other securities, nor will there be any sale of the Convertible
Preferred Stock 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.

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 make 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 worldwide.

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 Convertible Preferred Stock or
consummate the offering, enter into the capped call option transaction,
the anticipated terms of the Convertible Preferred Stock 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 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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