Cowen to Acquire Businesses from CRT Capital

Businesses to be Acquired Represent a Leading Agency Franchise in
Distressed Debt, Special Situation Equities and Emerging Markets

To be Branded Cowen Credit Research and Trading

CRT to Use Proceeds to Further Invest in Equities, Banking and Rates
Businesses

NEW YORK–(BUSINESS WIRE)–Mar. 22, 2016–
Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) and CRT
Capital Group LLC
(“CRT”) today announced the signing of a definitive
agreement pursuant to which Cowen and Company will acquire CRT’s credit
products, credit research, special situations and emerging markets
units. This transaction positions the acquired business, which will be
named Cowen Credit Research and Trading, as a leader in distressed debt,
special situations and emerging markets. CRT will use the proceeds from
the transaction to invest further in its Equities, Banking and Rates
businesses.

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CRT’s Credit Products unit encompasses the sales and trading of
distressed convertibles, high yield securities, distressed debt, private
placements and trade claims. The Credit Research unit is focused on
distressed and special situations coverage and cross-capital structure.
The Special Situations group includes the sales and trading of event
driven, post-reorganization equities, spins and other special
situations. The Emerging Markets unit includes the sales and trading of
emerging market credit, non-US corporate debt and local currency debt.

“CRT, formerly Credit Research and Trading, has a long and illustrious
reputation for building a market leading agency franchise in distressed
debt and special situations over the last 20 years in a way that is not
capital intensive,” said Peter A. Cohen, Chairman and Chief Executive
Officer of Cowen. “Delivering value added capabilities to clients who
seek to outperform is at the core of what we do. The businesses that we
are acquiring from CRT have a longstanding reputation for doing the same
thing by providing clients with idea-driven advice, differentiated
research and outstanding execution.”

Jeffrey M. Solomon, President of Cowen, said, “We believe this is an
opportune time to scale our existing capabilities into fixed income
sales and trading given current market conditions. Cowen already has a
solid footprint in debt capital markets and investment banking, and the
addition of a fixed income agency distribution platform will enable us
to provide real value for clients in the crossover, high yield and
private debt finance markets. Moreover, the addition of CRT’s special
situations group dovetails extremely well with our existing equities
franchise and enables us to provide expanded product capabilities to
clients in research, sales and trading.”

“This transaction is beneficial to both firms,” stated Ted Janulis,
CRT’s Chief Executive Officer. “CRT will move forward with a focus on
growing its Equities, Banking and Rates businesses while our Credit,
Emerging Markets and Special Situations businesses will be a valuable
addition to Cowen.”

With this transaction, CRT solidifies its strategic focus on its
Equities, Investment Banking, and Rates businesses. In April 2015, CRT
completed the acquisition of the institutional equities business of
Sterne Agee, more than doubling the size of CRT’s equities business. “We
are excited about the future of our Equities and Investment Banking
franchise,” stated Bill Jump, CRT’s President and Head of Equities.
“Over the past year we have hired a combined sixteen widely respected
research analysts and senior bankers in our efforts to expand upon our
core strength – providing differentiated value to institutional and
corporate clients. Our market share growth has continued into 2016 and
we expect to build off this success as we continue to invest in these
businesses.”

Transaction Details

CRT’s credit products, credit research, special situations and emerging
markets units are a capital-lite agency model. As one of the few
independent firms specializing in distressed and special situations,
this acquisition aligns with Cowen’s disciplined approach to entering
businesses that are highly relevant in the current market environment,
complement the company’s current businesses and enhance overall margins.
Financial terms of the transaction are undisclosed. The transaction for
Cowen is expected to be mildly accretive to book value and slightly
dilutive to tangible book value in the first year. Cowen and CRT expect
to complete the transaction in the second quarter of 2016, subject to
regulatory approval and other customary closing conditions.

Willkie Farr & Gallagher LLP acted as legal advisor to Cowen. Macquarie
Capital
served as financial advisor to CRT and Sidley Austin LLP acted
as legal advisor to CRT.

Conference Call with Management

Management of Cowen will host a conference call to discuss the
transaction on Tuesday, March 22, 2016, at 8:30 am EDT. The call can be
accessed online via webcast at www.cowen.com
or by dialing 1-(877) 542-4976 domestic or 1-(281) 973-6266
international. The passcode for the call is 76025446. A replay of the
call will be available beginning at 11:30 am EDT March 22, 2016 through
March 29, 2016. To listen to the replay of this call, please dial
1-(855) 859-2056 domestic or 1-(404) 537-3406 international and enter
passcode 76025446.

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, 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.

About CRT Capital Group LLC

CRT, with over 25 years of experience as an institutionally focused
broker-dealer, continues to build a premier organization that delivers
value-added research, trading and banking services to its clients. CRT
provides security brokerage and research services to over 1,500
institutional accounts with established counterparty relationships
around the world. CRT, which was founded in 1989, has offices in
Stamford, CT and New York, NY.

Source: Cowen Group, Inc.

Cowen Media Contact:
Sard Verbinnen & Co.
Dan Gagnier /
Carissa Felger
212-687-8080
or
CRT Media Contact:
Brunswick
Group
Alex Yankus / Sourav Bhowmick
212-333-3810

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