8-K
filed March 1, 2023, 6:59 PM ET
CIK 0001466538
M&A
confidence high
sentiment neutral
materiality 0.90
COWEN INC.: M&A transaction — Cowen completes acquisition by TD Bank Group; shareholders receive $39.00 per share
COWEN INC.
- Merger closed March 1, 2023; Cowen shareholders received $39.00 per share in cash.
- All outstanding debt terminated: $100M 7.75% Senior Notes due 2033 and $78M 7.25% Senior Notes due 2024 redeemed.
- Post-closing, Cowen subsidiaries sold to TD for $273M; $1.6B uncommitted revolving credit line established.
- Cowen's Class A common stock and 2033 Notes to be delisted from Nasdaq; board replaced by Merger Sub directors.
- Series A Preferred Stock mandatorily converted at $1,539.19 per share, settled in cash on March 6, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brett Barth departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lorence H. Kim departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lawrence E. Leibowitz departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregg A. Gonsalves departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas A. Rediker departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katherine E. Dietze departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey M. Solomon departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Kotler departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Margaret L. Poster departed as Director at COWEN INC..
- Action
- ceased to be a member
- Role
- Director
Exact text from the filing
Upon the consummation of the Merger, each of Jeffrey M. Solomon, Brett Barth, Katherine E. Dietze, Gregg A. Gonsalves, Lorence H. Kim, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker ceased to be a member of the board of directors of the Company (the “ Company Board ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COWEN INC.: Bylaws of the company were amended and restated to be substantially identical to the bylaws of Merger sub immediately prior to the effective time.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the bylaws of the Company were amended and restated to be substantially identical to the bylaws of Merger sub as in effect immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COWEN INC.: Certificate of incorporation of the surviving corporation was amended and restated at the effective time of the merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Exhibit A to the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
COWEN INC. underwent a change of control involving The Toronto-Dominion Bank for $39.00 in cash per share (closed 2023-03-01).
- Action
- change of control
- Counterparty
- The Toronto-Dominion Bank
- Consideration
- $39.00 in cash per share
- Closing
- 2023-03-01
Exact text from the filing
and (ii) any shares of Company Common Stock with respect to which dissenters’ rights have been exercised) was automatically canceled and converted into the right to receive $39.00 in cash, without interest (the “ Merger Consideration ”). In addition, at the Effective Time, except as otherwise agreed in writing between Parent and any individual holder, all
View on SEC.gov
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