UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(Amendment No. 1)

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 27, 2011

 


 

COWEN GROUP, 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:

 

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

EXPLANATORY NOTE

 

Item 2.01    Completion of Acquisition or Disposition of Assets.

 

This Current Report on Form 8-K/A amends Item 9.01 of the Initial Form 8-K to present certain financial statements of the Company and to present certain unaudited pro forma combined financial information, which financial statements and unaudited pro forma information are filed as exhibits hereto.

 

On June 29, 2011, Cowen Group, Inc. (the “Company”)  filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Form 8-K”) in connection with the consummation after the market close on June 28, 2011, of the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2011, by and among the Company, Louisiana Merger Sub, Inc. (“Merger Sub”), a subsidiary of the Company, and LaBranche & Co Inc. (n/k/a Cowen Structured Holdings LLC), including (1) the acquisition of Merger Sub with and into LaBranche & Co Inc., pursuant to which each outstanding share of common stock of LaBranche & Co Inc. was converted into 0.9980 shares of Class A common stock of the Company and (2) the acquisition of LaBranche & Co Inc. with and into Cowen Structured Holdings LLC (f/k/a Louisiana Merger Sub, LLC), a wholly owned subsidiary of the Company (“Cowen Structured Holdings”).  As of the close of market on June 28, 2011, LaBranche stock was delisted and no longer trades on the New York Stock Exchange.

 

Under the terms of the Merger Agreement, each outstanding share of LaBranche was converted into 0.9980 shares of Cowen Class A common stock (the “Exchange Ratio”). The consideration received by LaBranche’s shareholders was valued at approximately $156 million in the aggregate, based on the closing price of Cowen Class A common stock on the NASDAQ Global Select Market of $3.82 on June 28, 2011. This is based on 40,931,997 shares of LaBranche stock that were outstanding on the date of the completion of the acquisition.

 

Item 9.01.  Financial Statements and Exhibits

 

(a) Financial statements of business acquired.

 

The audited financial statements of LaBranche & Co Inc. (subsequently renamed to Cowen Structured Holdings) as of December 31, 2010 and 2009 and for the three years ended December 31, 2010, and the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.  The unaudited condensed consolidated statements of financial condition of LaBranche & Co Inc. as of March 31, 2011, the related condensed consolidated statement of operations for the three months ended March 31, 2011 and March 31, 2010, and the related condensed consolidated statements of cash flows for the three months ended March 31, 2011 and March 31, 2010, and the Notes to the Consolidated Financial Statements are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

2



 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2011 and the fiscal year ended December 31, 2010 (giving effect to the acquisition as if the acquisition had occurred on January 1, 2010), and Notes to such unaudited pro forma condensed combined Financial Statements are filed as Exhibit 99.4 to this Form 8-K/A and are incorporated by reference herein. The unaudited pro forma condensed combined statement of financial condition is not required given that the transaction is reflected in the June 30, 2011 historical condensed consolidated statement of financial condition as filed with the SEC in the Company’s quarterly report on Form 10-Q and is filed as Exhibit 99.5 to this Form 8-K/A.

 

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit
Number

 

Description

 

 

 

23.1

 

Consent of Rothstein, Kass & Company, P.C.

 

 

 

99.2

 

LaBranche & Co Inc. financial statements as of and for the year ended December 31, 2010 (with Independent Auditors’ Report thereon) (incorporated by reference to the LaBranche & Co Inc. Annual Report on Form 10-K, filed with the SEC on March 16, 2011).

 

 

 

99.3

 

LaBranche & Co Inc. unaudited condensed consolidated statements of financial condition of as of March 31, 2011 and December 31, 2010, the related condensed consolidated statement of operations for the three months ended March 31, 2011 and March 31, 2010, and the related condensed consolidated statements of cash flows for the three months ended March 31, 2011 and March 31, 2010, and the Notes to the Condensed Consolidated Financial Statements (incorporated by reference to the LaBranche & Co Inc. Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2011).

 

 

 

99.4

 

Unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2011 and the fiscal year ended December 31, 2010 (giving effect to the acquisition as if the acquisition had occurred on January 1, 2010) and Notes to such unaudited pro forma condensed combined Financial Statements.

 

 

 

99.5

 

Cowen Group, Inc. financial statements as of and for the six months ended June 30, 2011 (incorporated by reference to the Cowen Group, Inc. Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2011).

 

3



 

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 GROUP, INC.

 

 

 

 

 

 

Dated:  September 12, 2011

By:

/s/ Stephen Lasota

 

Name:

Stephen Lasota

 

Title:

Chief Financial Officer

 

4


Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference on Form 8-K/A (Amendment No. 1) of Cowen Group, Inc. of our report dated March 15, 2011, with respect to the audit of the consolidated statements of financial condition of LaBranche & Co Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive loss and cash flows for each of the years in the three year period ended December 31, 2010, which report appears in the Annual Report on Form 10-K of LaBranche & Co Inc. for the year ended December 31, 2010.

 

 

/s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey

September 12, 2011

 


Exhibit 99.4

 

Unaudited Pro forma Condensed Combined Financial Statements

 

The accompanying unaudited pro forma condensed combined statements of operations have been prepared by Cowen Group Inc. (the “Company”) to reflect its completed acquisition of LaBranche & Co Inc. (“LaBranche”), as described in Item 2.01 of the Current Report on Form 8-K filed on June 29, 2011.

 

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2010, and the three months ended March 31, 2011, respectively, combine the historical consolidated statements of operations of the Company with the historical consolidated statements of operations of LaBranche, for the year ended December 31, 2010 and for the three months ended March 31, 2011, both as filed with the SEC in their respective  annual reports on Form 10-K for the year ended December 31, 2010 and  as filed with the SEC in their respective quarterly reports on Form 10-Q for the quarterly period ended March 31, 2011, giving effect to the acquisition as if the acquisition had occurred on January 1, 2010.

 

The unaudited pro forma condensed combined statements of operations have been prepared based on available information, using assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined statements of operations are provided for illustrative purposes only and are not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of January 1, 2010, nor are they necessarily indicative of future results.  The unaudited pro forma condensed combined statements of operations do not reflect any operating efficiencies and associated cost savings that the Company may achieve with respect to the consolidated companies.

 

The assumptions used and adjustments made in preparing the unaudited pro forma condensed combined statements of operations are described in the notes herein, and should be read in conjunction with the historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s and LaBranche’s respective annual reports on Form 10-K for the year ended December 31, 2010, and in their respective quarterly reports on Form 10-Q for the three months ended March 31, 2011 and March 31, 2010 and other information pertaining to the Company and LaBranche, contained in this Form 8-K/A.

 



 

Cowen Group, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Twelve Months Ended December 31, 2010

 

 

 

Historical

 

Pro Forma

 

Combined

 

 

 

Cowen

 

LaBranche

 

Adjustments

 

Company

 

 

 

(in thousands, except per share data)

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees

 

$

38,847

 

$

 

$

 

$

38,847

 

Incentive income

 

11,363

 

 

 

11,363

 

Interest and dividends

 

11,547

 

1,970

 

(1

)(a)

13,516

 

Reimbursement from affiliates

 

6,816

 

 

 

6,816

 

Investment banking

 

38,965

 

 

 

38,965

 

Brokerage

 

112,217

 

43,372

 

(12,101

)(a)

143,488

 

Other

 

1,936

 

950

 

(752

)(a)

2,134

 

Consolidated Funds

 

12,119

 

 

 

12,119

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

233,810

 

46,292

 

(12,854

)

235,977

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

194,919

 

27,117

 

(9,342

)(a)

212,694

 

Interest and dividends

 

8,971

 

16,341

 

 

25,312

 

Professional, advisory and other fees

 

14,547

 

3,964

 

(95

)(g)

18,416

 

Communications

 

13,972

 

9,165

 

(2,788

)(a)

20,349

 

Occupancy and equipment

 

18,119

 

3,614

 

(598

)(b)

21,135

 

Floor brokerage and trade execution

 

17,143

 

14,789

 

(2,458

)(a)

29,474

 

Service fees

 

15,814

 

 

 

15,814

 

Depreciation and amortization

 

11,543

 

1,925

 

1,991

(a),(c)

15,459

 

Client services, marketing and business development

 

14,470

 

 

 

14,470

 

Other

 

22,323

 

13,222

 

(4,022

)(a)

31,523

 

Consolidated Funds

 

8,121

 

 

 

8,121

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

339,942

 

90,137

 

(17,312

)

412,767

 

 

 

 

 

 

 

 

 

 

 

Other income (loss)

 

 

 

 

 

 

 

 

 

Net gains on securities, derivatives and other investments

 

21,980

 

(1,502

)

251

(a)

20,729

 

Consolidated Ramius Funds net realized and unrealized losses

 

31,062

 

 

 

31,062

 

 

 

 

 

 

 

 

 

 

 

Total other income (loss)

 

53,042

 

(1,502

)

251

 

51,791

 

 

 

 

 

 

 

 

 

 

 

Income(loss) before taxes

 

(53,090

)

(45,347

)

4,709

 

(124,999

)

Income tax (benefit) expense

 

(21,400

)

20,677

 

(a)

(723

)

 

 

 

 

 

 

 

 

 

 

Net income(loss)

 

(31,690

)

(66,024

)

4,709

 

(124,276

)

Income (loss) attributable to redeemable noncontrolling interests in consolidating subsidiaries

 

13,727

 

 

 

13,727

 

 

 

 

 

 

 

 

 

 

 

Net income(loss) attributable to stockholders

 

$

(45,417

)

$

(66,024

)

$

4,709

 

$

(138,003

)

 

 

 

 

 

 

 

 

 

 

Pro forma Net Income (Loss) Per Share

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.62

)

$

(1.52

)

 

 

$

(1.21

)(e)

Diluted

 

$

(0.62

)

$

(1.52

)

 

 

$

(1.21

)(e)

Pro forma Weighted Average Common Shares

 

 

 

 

 

 

 

 

 

Basic

 

73,149

 

43,541

 

(2,691

)(d)

113,999

(f)

Diluted

 

73,149

 

43,541

 

(2,691

)(d)

113,999

(f)

 

See accompanying notes to unaudited pro forma condensed combined financial statements.
Please refer to Note 3 for pro forma adjustments.

 



 

Cowen Group, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Three Months Ended March 31, 2011

 

 

 

Historical

 

Pro Forma

 

Combined

 

 

 

Cowen

 

LaBranche

 

Adjustments

 

Company

 

 

 

(in thousands, except per share data)

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees

 

$

11,164

 

$

 

$

 

$

11,164

 

Incentive fees

 

4,381

 

 

 

4,381

 

Interest and dividends

 

4,559

 

142

 

 

4,701

 

Reimbursement from affiliates

 

1,009

 

 

 

1,009

 

Investment banking

 

14,682

 

 

 

14,682

 

Brokerage

 

27,591

 

7,638

 

 

35,229

 

Other

 

690

 

175

 

 

865

 

Consolidated Funds

 

169

 

 

 

169

 

Total revenues

 

64,245

 

7,955

 

 

72,200

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

45,087

 

3,632

 

 

48,719

 

Interest and dividends

 

2,609

 

645

 

 

3,254

 

Professional, advisory and other fees

 

7,140

 

1,742

 

(2,858

)(g)

6,024

 

Communications

 

2,893

 

1,170

 

 

4,063

 

Occupancy and equipment

 

5,122

 

724

 

(149

)(b)

5,697

 

Floor brokerage and trade execution

 

4,110

 

1,372

 

 

5,482

 

Service fees

 

3,612

 

 

 

3,612

 

Depreciation and amortization

 

2,058

 

608

 

444

(c)

3,110

 

Client services, marketing and business development

 

4,677

 

 

 

4,677

 

Other

 

4,295

 

596

 

(250

)(g)

4,641

 

Consolidated Funds

 

628

 

 

 

628

 

Total expenses

 

82,231

 

10,489

 

(2,813

)

89,907

 

 

 

 

 

 

 

 

 

 

 

Other income (loss)

 

 

 

 

 

 

 

 

 

Net gain on securities, derivatives and other investments

 

17,283

 

(306

)

 

16,977

 

Consolidated Funds net realized and unrealized gains

 

1,746

 

 

 

1,746

 

 

 

 

 

 

 

 

 

 

 

Total other income (loss)

 

19,029

 

(306

)

 

18,723

 

 

 

 

 

 

 

 

 

 

 

Income(loss) before taxes

 

1,043

 

(2,840

)

2,813

 

1,016

 

Income tax (benefit) provision

 

163

 

(620

)

 

(457

)

Net income(loss)

 

880

 

(2,220

)

2,813

 

1,473

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to redeemable noncontrolling interests in consolidating subsidiaries

 

798

 

 

 

 

798

 

Net income(loss) attributable to stockholders

 

$

82

 

$

(2,220

)

$

2,813

 

$

675

 

 

 

 

 

 

 

 

 

 

 

Pro forma Net Income (Loss) Per Share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.00

 

$

(0.05

)

 

 

$

0.01

(e)

Diluted

 

$

0.00

 

$

(0.05

)

 

 

$

0.01

(e)

 

 

 

 

 

 

 

 

 

 

Pro forma Weighted Average Common Shares

 

 

 

 

 

 

 

 

 

Basic

 

74,160

 

40,932

 

(82

)(d)

115,010

(f)

Diluted

 

76,083

 

40,932

 

(82

)(d)

116,933

(f)

 

See accompanying notes to unaudited pro forma condensed combined financial statements.
Please refer to Note 3 for pro forma adjustments.

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.              BASIS OF PRESENTATION

 

The unaudited pro forma combined financial information included herein gives effect Cowen Group Inc.’s (the “Company”) acquisition of LaBranche & Co Inc. (“LaBranche”).

 

The unaudited pro forma combined statements of operations for the year ended December 31, 2010, and the three months ended March 31, 2011, respectively, combine the historical consolidated statements of operations of the Company with the historical consolidated statements of operations of LaBranche excluding the results from discontinued operations, for the year ended December 31, 2010 and for the three months ended March 31, 2011, both as filed with the SEC in their respective  annual reports on Form 10-K for the year ended December 31, 2010 and  as filed with the SEC in their respective quarterly reports on Form 10-Q for the quarterly period ended March 31, 2011, giving effect to the acquisition as if the acquisition had occurred on January 1, 2010.

 

The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been completed during the period or as of the dates for which the unaudited pro forma data is presented, nor is it necessarily indicative of the future operating results or financial position of Cowen.

 

Cowen’s estimated purchase price for LaBranche has been allocated to the assets acquired and the liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. The purchase price allocation unaudited pro forma adjustments are preliminary, have been made solely for the purpose of providing unaudited pro forma condensed combined financial data and are subject to revision upon finalization of the acquisition accounting.

 

The accompanying unaudited pro forma condensed combined statement of operations does not include the impact of the following non-recurring items directly related to the acquisition:

 

· transaction costs in connection with the acquisition which were expensed as incurred;

 

· the non-cash bargain purchase gain created from the acquisition.

 

Certain reclassifications have been made to the LaBranche historical balances in the unaudited pro forma condensed combined financial statements to conform to Cowen’s presentation.

 

LaBranche entered into change in control agreements with certain employees which require LaBranche to make payments and provide benefits to these employees in connection with a change in control of LaBranche and a subsequent qualifying termination, with a total estimated amount of $1.1 million. The completion of the acquisition will constitute a change in control for purposes of these change in control agreements. The agreements will end upon the expiration of a 12-month period following the occurrence of a change in control. However, these employees continue to be employed by the Company subsequent to the acquisition. As a result, no adjustment has been recorded in the unaudited pro forma condensed combined financial statements. See section titled “Interest of LaBranche Directors and Executive Officers in the Acquisition—Change in Control Agreements” beginning on page 74 of the Company’s Form S-4 as filed with the SEC on March 31, 2011 for further details on the terms of these agreements

 

All significant intercompany accounts and transactions have been eliminated.

 

2. ACQUISITION OF BUSINESS

 

The acquisition of LaBranche by the Company was consummated pursuant to the terms of the Agreement and Plan of Merger (“Merger Agreement”), dated as of February 16, 2011, after the market close on June 28, 2011. LaBranche Capital, LLC (LCAP), which was renamed “Cowen Capital LLC” following consummation of the acquisition, was a wholly owned subsidiary of LaBranche and is now a wholly-owned subsidiary of the Company, is a registered broker-dealer and Financial Industry Regulatory Authority (“FINRA”) member firm that operates as a market-maker in Exchange Traded Funds (“ETFs”), engages in hedging activities in options, ETFs, structured notes, foreign currency securities and futures related to its market-making operations and also conducts principal trading activities in these securities. Prior to the acquisition, LaBranche discontinued certain operations in its market-making segment, including upstairs options market-making on various exchanges and electronic market-making in the International Securities Exchange. As of the close of market on June 28, 2011, LaBranche stock was delisted and no longer trades on the New York Stock Exchange.

 



 

The acquisition was accounted for under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). In this case, the acquisition was accounted for as an acquisition by Cowen of LaBranche. The assets acquired and liabilities assumed were recorded at their estimated fair values.

 

3.              PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS

 

The following is a summary of pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements:

 

Unaudited Pro Forma Condensed Combined Adjustments

 

(a)                      Reflects the elimination of amounts associated with LaBranche’s institutional brokerage business. In January 2011, LaBranche announced that it committed to a plan to wind down the activities of its institutional brokerage business. LaBranche has undertaken a process to terminate its institutional execution group sales trading business and its professional trading group. As this business was terminated prior to the acquisition, the following revenue and operating expense items are removed from the pro forma condensed combined statement of operations  during the year ended December 31, 2010:

 

 

 

(in thousands)

 

Revenues

 

 

 

Interest and dividends

 

$

1

 

Brokerage

 

12,101

 

Other

 

752

 

Total revenues

 

12,854

 

Operating expenses

 

 

 

Employee compensation and benefits

 

9,342

 

Communications

 

2,788

 

Floor brokerage and trade execution

 

2,458

 

Depreciation and amortization

 

2

 

Other

 

4,022

 

Total expenses

 

18,612

 

Other income (loss)

 

 

 

 

 

 

 

Net (loss) on securities, derivatives and other investments

 

(251

)

 

 

 

 

Income(loss) before taxes

 

(6,009

)

Income tax (benefit) provision

 

 

Net income(loss)

 

$

(6,009

)

 

(b)                                 Reflects amortization, over the remaining lease terms, of the unfavorable lease obligation related to certain of LaBranche’s real estate leases that were at higher than market rates at the closing date.

 

(c)                                  Reflects amortization expense related to the estimated intangible assets recognized in connection with the acquisition.

 

(d)                                 Reflects the adjustment necessary to arrive at the shares outstanding assuming the acquisition closed at the beginning of the periods presented. Primarily represents 0.0020 (one minus the exchange ratio) multiplied by the amount of LaBranche shares assumed to be outstanding at time of acquisition. See (f) below for further explanation.

 

(e)                                  Reflects the unaudited pro forma net income/(loss) for the combined company divided by the unaudited pro forma weighted average shares outstanding for the combined company.

 

(f)                                    Reflects the sum of the Cowen weighted average common shares (i) outstanding prior to the acquisition and (ii) to be issued to LaBranche shareholders in connection with the acquisition. As the unaudited pro forma condensed combined statements of operations assume that the acquisition occurred as of the beginning of the period presented, all 40,850,133 shares of Cowen Class A common stock that are estimated to be issued to LaBranche shareholders are assumed to be outstanding for the entire period for the unaudited pro forma net loss per share calculation of the combined company. No adjustments have been made for the dilutive effects for December as the effects of outstanding restricted stock and stock options would be anti-dilutive.

 

(g)                                 Represents Cowen’s and LaBranche’s estimated total transaction costs related to professional, investment banking services and other expenses of nil and $0.1 million for the year ended December 31, 2010, respectively; and $1.7 million and $1.4 million as of March 31, 2011, respectively.