Cowen to Offer Convertible Senior Notes

NEW YORK–(BUSINESS WIRE)–Dec. 11, 2017–
Cowen Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today announced that
it intends to offer, subject to market and other conditions, certain
convertible senior notes due 2022 to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended. The
Company also expects to grant a 30-day option to the initial purchasers
to purchase certain additional notes on the same terms and conditions.

The interest rate, conversion rate and other terms of the notes will be
determined at the time of pricing of the offering. When issued, the
notes will be unsecured senior obligations of Cowen. The Company expects
to pay interest on the notes semi-annually 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 will not have the right to redeem the notes
prior to December 15, 2020 and thereafter may only redeem the notes
under certain conditions.

The Company intends to use the net proceeds from the offering for
general corporate purposes, including the repayment or repurchase of a
portion of the Company’s outstanding 3.0% cash convertible notes due
2019 and the repurchase of up to $25 million of the Company’s shares of
its Class A common stock.

The Company expects to use up to $25 million of the net proceeds from
the offering to repurchase shares of its Class A common stock from
purchasers of the notes in privately negotiated transactions, which are
expected to be consummated substantially concurrently with 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. Repurchases of shares of the Company’s Class A common stock
could increase, or prevent a decrease in, the market price of the
Company’s Class A common stock or the notes. In the case of repurchases
effected concurrently with this offering, this activity could affect the
market price of the Company’s Class A common stock concurrently with the
pricing of the notes, and could result in a higher effective conversion
price for the notes.

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 offered will not be or have not
been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from
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.

Investor Relations:
Cowen
Stephen Lasota, 212-845-7919
Chief
Financial Officer
or
Nancy Wu, 646-562-1259
or
Media:
Cowen
Lynda
Caravello, 646-562-1676
lynda.caravello@cowen.com
or
Gagnier
Communications
Dan Gagnier, 646-569-5897
dg@gagnierfc.com

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