Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - COWEN INC. | dec14991.htm |
| EX-5.1 - EXHIBIT 5.1 - COWEN INC. | exhibit511214.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2017
COWEN INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34516 | 27-0423711 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
599 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 845-7900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01. Other Events
On December 5, 2017, Cowen Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters listed in Schedule I thereto (collectively, the “Underwriters”), in connection with the offer and sale of $120.0 million aggregate principal amount of the Company’s 7.35% Senior Notes due 2027 (the “2027 Notes”). The Company also granted the Underwriters a 30-day option to purchase up to an additional $18.0 million principal amount of the Company’s 2027 Notes to cover over-allotments, if any (the “Additional Notes”). On December 11, 2017, the Underwriters notified the Company that they have exercised their option to purchase the Additional Notes in full, at the public offering price, plus accrued interest, less the underwriting discount. On December 14, 2017, the Company issued a press release announcing that it had closed its public offering of $18.0 million aggregate principal amount of the Additional Notes. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COWEN INC.
Dated: December 14, 2017 By: _ /s/ Owen S. Littman
Name: Owen S. Littman
Title: General Counsel
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EXHIBIT INDEX
Exhibit No. | Exhibit |
5.1 | Opinion of Willkie Farr & Gallagher LLP with respect to the Additional Notes. |
99.1 | Press release issued by Cowen Inc. on December 14, 2017 with respect to the sale of the Additional Notes. |
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