---
schema_version: "secwatch.filing_event.v1"
accession: "0000950157-23-000197"
form_type: "8-K"
ticker: null
cik: "0001466538"
company_name: "COWEN INC."
filed_at: "2023-03-01T23:59:59+00:00"
generated_at: "2026-06-18T17:44:14.247761+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Cowen completes acquisition by TD Bank Group; shareholders receive $39.00 per share

## Summary
- 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.

## SEC filing metadata
- accession: 0000950157-23-000197
- form_type: 8-K
- cik: 0001466538
- company_name: COWEN INC.
- filed_at: 2023-03-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 1.02, 2.03, 2.04, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950157-23-000197
- JSON: https://secwatch.observer/filing/0000950157-23-000197.json
- Plain text: https://secwatch.observer/filing/0000950157-23-000197.txt

## Key facts
- Executive change
  Brett Barth departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Lorence H. Kim departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Lawrence E. Leibowitz departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Gregg A. Gonsalves departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Douglas A. Rediker departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Katherine E. Dietze departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Jeffrey M. Solomon departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Steven Kotler departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Executive change
  Margaret L. Poster departed as Director at COWEN INC..
  - Action: ceased to be a member
  - Role: Director
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- Governance Changes
  COWEN INC.: Certificate of incorporation of the surviving corporation was amended and restated at the effective time of the merger.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1466538/000095015723000197/0000950157-23-000197-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.