COWEN INC. - FORM 10-K/A - March 24, 2020

Attached files

file filename
EX-99.1 - EX-99.1 - COWEN INC.cownex99110-ka2019.htm
EX-32.1 - EX-32.1 - COWEN INC.cownex3210-ka2019.htm
EX-31.2 - EX-31.2 - COWEN INC.cownex31210-ka2019.htm
EX-31.1 - EX-31.1 - COWEN INC.cownex31110-ka2019.htm
EX-23.1 - EX-23.1 - COWEN INC.cownex23110-ka2019.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended:December 31, 2019 Commission file number: 001-34516
Cowen Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
27-0423711
(I.R.S. Employer
Identification No.)
599 Lexington Avenue
New York, New York 10022
(212) 845-7900
(Address, including zip code, and telephone number, including area code, of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading SymbolName of Exchange on Which Registered
Class A Common Stock, par value $0.01 per share COWNThe Nasdaq Global Market
7.35% Senior Notes due 2027COWNZThe Nasdaq Global Market
7.75% Senior Notes due 2033COWNLThe Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No Q
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No Q
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Q    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  Q  No o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer Q
 
Non-accelerated filer o
(Do not check if a smaller
reporting company)
 
Smaller reporting company o
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No Q
The aggregate market value of Class A common stock held by non-affiliates of the registrant on June 30, 2019, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of the Class A common stock on the NASDAQ Global Market on that date was $488,181,217.
As of March 3, 2020, there were 28,656,136 shares of the registrant's Class A common stock outstanding.
Documents incorporated by reference:
Part III of this Annual Report on Form 10-K/A incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant's Proxy Statement for its 2020 Annual Meeting of Stockholders.




Explanatory Note

        This Amendment No. 1 to Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2019 of Cowen Inc. (the "Company" or "Cowen"), which was filed with the Securities and Exchange Commission on March 4, 2020. This Form 10-K/A is being filed solely for the purpose of providing separate audited financial statements of Starboard Value A LP ("Starboard") which comprise the statements of assets, liabilities and partners’ capital as of December 31, 2019 and December 31, 2018, and the related statements of income, statements of changes in partners’ capital and statements of cash flows for each of the three years in the period ended December 31, 2019 in accordance with Rule 3-09 of Regulation S-X. The audited financial statements and the Reports of Independent Auditors of Starboard Value A LP, are filed as Exhibit 99.1 and are included as financial statement schedules in Item 15(c), "Exhibits and Financial Statement Schedules" of this Form 10-K/A. The Company accounts for its interest in Starboard under the equity method of accounting. The financial statements of Starboard as of December 31, 2019 and 2018 and for the three years in the period ended December 31, 2019 were not available at the time that the Company filed its Annual Report on Form 10-K on March 4, 2020.

        The consent of Ernst & Young LLP, independent auditors for Starboard, is also filed as an exhibit to this Amendment No. 1 to Annual Report on Form 10-K/A. In addition, this Form 10-K/A includes an updated exhibit index in respect thereof and certifications under Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

        Except as described above, this Amendment No. 1 on Form 10-K/A does not update or modify any other information presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as originally filed. This Amendment No. 1 does not update or modify in any way the financial position, results of operations, cash flows, equity or related disclosures in the Company's Annual Report on Form 10-K, and does not reflect events occurring after the Form 10-K’s original filing date of March 4, 2020. Accordingly, this Form 10-K/A should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and the other Company filings made with the SEC subsequent to the filing of the Annual Report on Form 10-K for the year ended December 31, 2019.

ii

Item 15.    Exhibits and Financial Statement Schedules
(a)Refer to Exhibit 99.1 to this Amendment No 1. to the Annual Report on Form 10-K/A for the separate audited financial statements and related disclosures of Starboard Value A LP pursuant to Rule 3-09 of Regulation S-X.


        








iii

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COWEN INC.
  
  By: /s/ JEFFREY M. SOLOMON
  Name: Jeffrey M. Solomon
Date:March 24, 2020 Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
     
/s/ JEFFREY M. SOLOMONChairman of the Board and Chief Executive Officer (Principal Executive Officer)
Jeffrey M. Solomon  March 24, 2020
/s/ STEPHEN A. LASOTAChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Stephen A. Lasota  March 24, 2020
/s/ BRETT H. BARTH
Brett H. BarthDirectorMarch 24, 2020
/s/ KATHERINE E. DIETZE
Katherine E. Dietze  Director March 24, 2020
/s/ STEVEN KOTLER
Steven Kotler Director March 24, 2020
/s/ LAWRENCE E. LEIBOWITZ
Lawrence E. Leibowitz Director March 24, 2020
/s/ JEROME S. MARKOWITZ
Jerome S. MarkowitzDirectorMarch 24, 2020
/s/ JACK H. NUSBAUM
Jack H. Nusbaum Director March 24, 2020
/s/ MARGARET L. POSTER
Margaret L. PosterDirectorMarch 24, 2020
/s/ DOUGLAS A. REDIKER
Douglas A. Rediker Director March 24, 2020



Exhibit Index

1

COWEN INC. Reports