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Published on 5/14/2015 in the Prospect News Convertibles Daily.

New Issue: Cowen Group prices $105 million perpetual convertible preferreds at 5.625%, up 17.5%

By Rebecca Melvin

New York, May 14 – Cowen Group Inc. priced $105 million of perpetual convertible preferred shares, or 105,000 shares at $1,000 each, to yield 5.625% with a 17.5% initial conversion premium, according to a news release.

The Rule 144A deal priced near the midpoint of price talk, which was for a 5.375% to 5.875% yield and a 15% to 20% premium.

There is a greenshoe for up to 15,750 of additional shares of the series A convertible preferreds.

Joint bookrunners were Nomura Securities International, Inc., SunTrust Robinson Humphrey Inc. and Cowen and Co. LLC.

The preferreds are non-callable for five years and then are provisionally callable if the common stock exceeds 150% of the conversion price.

In connection with the pricing of the notes, the company entered into a capped call option transaction with Nomura.

Proceeds will be used to fund the capped call and for general corporate purposes.

New York-based Cowen is a financial services company.

Issuer:Cowen Group Inc.
Issue:Perpetual convertible preferred shares
Amount:$105 million, or 105,000 shares at $1,000 each
Greenshoe:$15.75 million
Maturity:Perpetual
Bookrunners:Nomura Securities International, Inc., SunTrust Robinson Humphrey Inc., Cowen and Co. LLC
Dividend:5.625%
Price:Par
Liquidation preference:$1,000
Yield:5.625%
Conversion premium:17.5%
Conversion price:$6.57
Conversion ratio:152.2476 shares
Call:Non-callable until May 20, 2020, then provisionally callable subject to 150% price hurdle
Pricing date:May 13
Settlement date:May 19
Price talk:5.375%-5.875%, up 15%-20%
Stock symbol:Nasdaq: COWN
Stock reference price:$5.59, at close May 13
Distribution:Rule 144A
Market capitalization:$1.22 billion

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