Cowen Announces Mandatory Conversion of Series A Preferred Stock
March 01 2023 - 8:51AM
Cowen Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today announced
that TD Bank Group has completed the acquisition of Cowen. In
connection with the completion of the acquisition, Cowen has
elected to cause all outstanding shares of its 5.625% Series A
Cumulative Perpetual Convertible Preferred Stock (“Series A
Preferred Stock”) to be automatically converted (the “Mandatory
Conversion”) at a conversion rate of 39.4664, to be settled in cash
for $1,539.19 per share of Series A Preferred Stock, in accordance
with the certificate of designations of the Series A Preferred
Stock (the “Certificate of Designations”); provided that the
Mandatory Conversion shall not apply to shares of Series A
Preferred Stock that holders have elected prior to the date hereof
to voluntarily convert in accordance with Certificate of
Designations. The conversion date of the Mandatory Conversion is
March 1, 2023 (the “Mandatory Conversion Date”). Dividends on
shares of Series A Preferred Stock to be converted in connection
with the Mandatory Conversion have ceased to accumulate as of the
Mandatory Conversion Date. In accordance with the terms of the
Certificate of Designations, the Series A Preferred Stock to be
converted in connection with the Mandatory Conversion will be
settled in cash on March 6, 2023.
About Cowen Inc.Cowen is a
diversified financial services firm that provides investment
banking, research, sales and trading, prime brokerage, outsourced
trading, global clearing, and commission management services. Cowen
also has an investment management division which offers actively
managed alternative investment products. Founded in 1918, Cowen is
headquartered in New York and has offices worldwide.
Forward-Looking StatementsThis
communication contains certain forward-looking statements
that may constitute “forward-looking statements” within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
these statements by forward-looking terms such as “may,”
“might,” “will,” “would,” “could,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“possible,” “potential,” “intend,” “seek” or “continue,” the
negative of these terms and other comparable terminology or similar
expressions.
These forward-looking statements
represent only Company’s beliefs regarding future events (many of
which, by their nature, are inherently uncertain and beyond
Company’s control) and are predictions only, based on Company’s
current expectations and projections about future events. There are
important factors that could cause Company’s actual results, level
of activity, performance or achievements to differ materially from
those expressed or implied by
the forward-looking statements.
In particular, you should consider the risks
outlined under Item 1A - “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022 and
subsequent reports Company files or has filed with the SEC.
Although the Company believes the expectations reflected in
the forward-looking statements are reasonable, the
Company cannot guarantee future results, level of activity,
performance or achievements. Moreover, none of the Company or any
other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements.
You should not rely upon forward-looking statements as
predictions of future events. These forward-looking statements
speak only as of the date on which they are made, and the Company
undertakes no obligation to update any of
these forward-looking statements after the date they are
made except to the extent required by applicable law. Further
disclosures that the Company makes on related subjects in
additional filings with the SEC should be consulted.
Investor Relations
Contact:Steve Lasota, Chief Financial Officer(212)
845-7919Stephen.Lasota@cowen.com
Source: Cowen Inc.
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