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): 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))

 

 

 



 

Introductory Note

 

On June 28, 2011, Cowen Group, Inc. (the “Company”) announced that it had completed 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. (“LaBranche”).

 

Item 2.01.  Completion of Acquisition or Disposition of Assets

 

As previously disclosed, on February 16, 2011 the Company entered into the Merger Agreement.  Pursuant to General Instruction B.3 of Form 8-K, the following are incorporated by reference in this Item 2.01 from the Registration Statement on Form S-4 (Registration No. 333-173223) filed by the Company with the Securities and Exchange Commission on May 4, 2011 (the “Registration Statement”):

 

·                  the description of the Merger Agreement and the Transactions, contained under the caption “The Merger Agreement”; and

 

·                  the information under the captions “Description of Cowen Capital Stock” and “The Merger - Interests of LaBranche Directors and Executive Officers in the Merger.”

 

At the special meeting of stockholders of LaBranche, held on June 15, 2011 (the “LaBranche Special Meeting”), stockholders of LaBranche voted to approve and adopt the Merger Agreement and approve the merger of LaBranche with Merger Sub.  At the special meeting of stockholders of Cowen, held on June 15, 2011 (the “Cowen Special Meeting”), stockholders of Cowen voted to approve the issuance of shares of Cowen’s Class A common stock to LaBranche stockholders pursuant to the Merger Agreement.  Following the special meetings on June 15, 2011, the Transactions were consummated on June 28, 2011.  At the closing, (i) Merger Sub merged with and into LaBranche, with LaBranche being the surviving corporation and a direct wholly-owned subsidiary of the Company; and (ii) immediately following the merger described in clause (i) above, LaBranche, as the surviving corporation, merged with and into Louisiana Merger Sub, LLC (n/k/a Cowen Structured Holdings LLC), a wholly owned subsidiary of the Company.  Following the consummation of the Transactions, LaBranche (n/k/a Cowen Structured Holdings LLC) is a wholly owned subsidiary of the Company.

 

Item 3.03.  Material Modification to Rights of Security Holders

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Items 2.01 and 5.03 of this Current Report is incorporated by reference in this Item 3.03.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On June 28, 2011, pursuant to the Merger Agreement, the Board of Directors of the Company appointed each of George M.L. LaBranche, IV and Katherine Elizabeth Dietze, who were directors of LaBranche, to the Board of

 

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Directors, effective upon the closing of the Transactions.  As contemplated by the Merger Agreement, the members of the management of LaBranche identified in the Registration Statement under the caption “The Merger — Board of Directors and Management Following the Merger”, which section is incorporated by reference in this Item 5.02, joined the management of the Company on June 28, 2011, effective upon the closing of the Transactions.

 

Item 8.01.  Other Events.

 

Termination of Credit Agreement

 

On June 27, 2011, the Company repaid the outstanding principal under its Secured Revolving Credit Agreement, dated as of November 2, 2009, with Unicredit Bank AG, New York Branch (as successor to Bayerische Hypo-und Vereinsbank AG, New York Branch), as administrative agent, issuer of the letter of credit and provider of fronting loans and the several banks and financial institutions from time to time party thereto (the “Credit Agreement”), as amended, and terminated the commitments thereunder. On May 26, 2011, the Company had entered into a Consent, Waiver and Amendment No. 1 (the “Amendment”) to the Credit Agreement.  The Amendment, among other things, changed the stated maturity date of the facility from September 29, 2011 to the date that is 30 calendar days after the date that the Company or any of its Affiliates acquires ownership of all of the shares of Bell Re S.A.

 

Employment Agreements

 

George M.L. LaBranche, IV, who was the Chief Executive Officer of LaBranche, and William “Chip” Burke, III, who was the Chief Operating Officer of LaBranche, were each appointed to the position of Senior Managing Director of the Company, effective upon the closing of the Transactions.

 

Pursuant to General Instruction B.3 of Form 8-K, the following is incorporated by reference in this Item 8.01 from the Registration Statement:

 

·                  the description of the employment agreements by and between the Company and each of Messrs. LaBranche and Burke, contained under the caption “The Merger — Interests of LaBranche Directors and Executive Officers in the Merger - Employment Agreements.”

 

Press Release

 

On June 29, 2011, the Company issued a press release announcing the consummation of the Transactions, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits

 

(a) Financial statements of business acquired.

 

The Company intends to file the unaudited consolidated financial statements of Cowen Structured Holdings LLC as required by this Item 9.01(a) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

 

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(b) Pro Forma Financial Information.

 

The Company intends to file pro forma financial information as required by this Item 9.01(b) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

 

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

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Joint Press Release of the Company and LaBranche, dated June 29, 2011.

 

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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 GROUP, INC.

 

 

 

 

 

 

Dated: June 29, 2011

 

By:

/s/ Owen Littman

 

 

Name: Owen Littman

 

 

Title: General Counsel

 

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Exhibit 99.1

 

 

COWEN GROUP AND LABRANCHE & CO MERGER CONSUMMATED

 

NEW YORK, NY, June 29, 2011— Cowen Group, Inc. (“Cowen”) (NASDAQ: COWN) and LaBranche & Co Inc. (“LaBranche”) (NYSE: LAB) today announced that all requisite regulatory approvals have been received and the merger between the companies was consummated pursuant to the terms of the merger agreement after the market close on June 28, 2011.  The combined company will continue as Cowen Group, Inc. and trade under the ticker symbol “COWN” on the NASDAQ Stock Market. As of the close of market on June 28, LaBranche stock was delisted and will no longer trade on the New York Stock Exchange.

 

“We are very pleased to close this transaction and on behalf of all of my colleagues, I welcome LaBranche’s employees, clients and all its constituents to Cowen,” commented Peter Cohen, Cowen’s Chairman and Chief Executive Officer. “Through the transaction, I believe the combined company should be able to accelerate its sector-focused sales and trading business growth plans in the area of electronic trading, broaden its global opportunities, and better utilize its balance sheet to generate attractive risk-adjusted returns via strategic and opportunistic investments in new businesses and professionals across the organization. We will start the integration process immediately and I expect it will proceed expeditiously.”

 

Pursuant to the terms of the merger agreement, Cowen acquired LaBranche in a stock-for-stock merger transaction. LaBranche shareholders received a fixed ratio of 0.9980 of a share of Cowen Class A common stock for each outstanding share of LaBranche common stock. The total Cowen shares issued to LaBranche shareholders represent approximately 35 percent of the combined company shares outstanding after the transaction close.

 

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative investment management, investment banking, research, and sales and trading services through its two business segments: Ramius and its affiliates makes up the Company’s alternative investment management segment, while Cowen and Company is its broker-dealer segment. Its alternative investment management products, solutions and services include hedge funds, replication products, managed futures funds, fund of funds, real estate, health care royalty funds and cash management services. Cowen and Company offers industry focused investment banking for growth-oriented companies, domain knowledge-driven research and a sales and trading platform for institutional investors. Founded in 1918, the firm is headquartered in New York and has offices located in major financial centers around the world.

 



 

Cautionary Notice Regarding Forward-Looking Statements

 

This communication may contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to the market opportunity and future business prospects of the combined company. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Consequently, all forward-looking statements made during this communication are qualified by those risks, uncertainties and other factors.

 

These factors include, but are not limited to, (1) the ability to recognize the anticipated benefits of the combination of Cowen and LaBranche, including potential cost savings; and (2) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors.

 

Actual results may differ materially and reported results should not be considered an indication of future performance. Please reference the SEC filings of LaBranche and Cowen, which are available on their respective web sites, for detailed descriptions of factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.

 

Additional information concerning these and other risk factors is contained in the joint proxy statement/prospectus, as well as LaBranche’s and Cowen’s most recently filed Annual Reports on Form 10-K and Form 10-K/A, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, as such filings may be amended from time to time. Except for the ongoing obligations of LaBranche and Cowen to disclose material information under the federal securities laws, neither LaBranche nor Cowen undertakes any obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

 

Contact Information:

 

Peter Poillon, 646-562-1983

Head of Investor Relations / Corporate Communications

 

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