SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2020
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)|
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 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Exchange on Which Registered|
|Class A Common Stock, par value $0.01 per share||COWN||The Nasdaq Global Market|
|7.35% Senior Notes due 2027||COWNZ||The Nasdaq Global Market|
|7.75% Senior Notes due 2033||COWNL||The Nasdaq Global Market|
Item 8.01 Other Events.
On September 15, 2020 Cowen Inc. (the “Company”) issued a press release announcing that it has signed a definitive agreement to acquire substantially all of the assets of MHT Partners, LP (“MHT Partners”), an investment bank focused on representing innovative companies in growing markets. Based primarily in Dallas and San Francisco, MHT Partners’ investment banking team is expected to join Cowen under the agreement. Terms of the acquisition, which is not material to Cowen from a financial perspective, were not disclosed. As the assets and liabilities the Company will acquire from MHT Partners will not be significant to the Company, the Company does not intend to file financial statements or proforma information giving effect to the transaction pursuant to Rule 3-05(b) of Regulation S-X.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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.
|Dated: September 15, 2020||By:||/s/ Owen S. Littman|
|Name:||Owen S. Littman|
COWEN TO ACQUIRE INVESTMENT BANKING BUSINESS OF MHT PARTNERS, FURTHER DEEPENING COVERAGE OF MIDDLE-MARKET AND PRIVATE EQUITY INVESTORS
New York, NY, September 15, 2020 – Cowen Inc. (NASDAQ: COWN) (“Cowen” or the “Company”) today announced that it has signed a definitive agreement to acquire substantially all of the assets of MHT Partners, LP (“MHT Partners”), an investment bank focused on representing innovative companies in growing markets. Based primarily in Dallas and San Francisco, MHT Partners’ investment banking team is expected to join Cowen under the agreement. Terms of the acquisition, which is not material to Cowen from a financial perspective, were not disclosed.
“Cowen’s momentum in investment banking reflects our commitment to serving the dynamic companies that fuel the global economy. Accelerating that strategy, we welcome MHT Partners’ impressive banking team to the Cowen platform,” said Larry Wieseneck, Co-President of Cowen and Company. “The MHT team provides deep industry knowledge and relationships, especially across the Services and Consumer sectors. Their expertise as advisor to innovative, niche market leaders, as well as to private equity firms and family offices, complements and extends Cowen’s already significant offering to these key clients.”
Parker Weil, Cowen’s Vice Chair of Investment Banking and Head of Strategic Capital, noted, “The client-focus, collegial approach, honesty and integrity for which the MHT team has built a strong reputation, seamlessly align with Cowen’s culture and values. Many of us at Cowen already know the MHT team well and we are excited to join forces with our new colleagues, as we work together to provide unique and thoughtful ideas to our financial sponsor and family office clients.”
MHT Partners is a premier middle-market investment bank, serving leading companies in Consumer Growth, Business & Information Services, Education and Healthcare Services, among other key sectors. The firm’s clients span a diverse variety of businesses and investors, including companies owned by families and serial entrepreneurs, divisions of large corporations and private equity- and venture-backed enterprises.
Mike McGill, Managing Director and one of MHT’s four co-founders along with Shawn Terry, Pat Crocker and Craig Lawson, added, “We’re thrilled to join Cowen’s full-service platform and leverage its global reach, world-class research and comprehensive product set to continue growing our advisory work and
deliver significantly more value and resources for our clients and team members. We are especially proud of the client relationships, trust and expertise that the MHT team has built over nearly 20 years. With its entrepreneurial spirit, Cowen will be a great new home to build on this success and deliver exceptional value to our clients and opportunity to our team.”
The transaction is subject to receipt of FINRA approval and customary closing conditions and is expected to close during the fourth quarter of 2020. The MHT Partners team, including its four lead partners, will report into Cowen’s Strategic Capital Group, led by Mr. Weil.
About Cowen Inc.
Cowen Inc. (“Cowen” or the “Company”) is a diversified financial services firm offering investment banking services, equity and credit research, sales and trading, prime brokerage, global clearing, commission management services and actively managed alternative investment products. Cowen focuses on delivering value-added capabilities to our clients in order to help them outperform. Founded in 1918, the Company is headquartered in New York and has offices worldwide. Learn more at Cowen.com.
© 2020 Cowen and Company, LLC. All rights reserved. Member NYSE, FINRA and SIPC.
Dan Gagnier / Jeffrey Mathews