8-K

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): July 29, 2010

COHEN & COMPANY INC.

(Exact name of registrant as specified in its charter)

Maryland	1-32026	16-1685692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Cira Centre 2929 Arch Street, 17th Floor Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨ 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))

Item 1.01 Entry into a Material Definitive Agreement.

Master Transaction Agreement

On July 29, 2010, a Master Transaction Agreement (the “MTA”) was entered into by and among Cohen & Company Inc., a Maryland corporation (“Cohen”), Cohen & Company Financial Management, LLC, a Delaware limited liability company and a subsidiary of Cohen (“Seller”), and ATP Management LLC, a Delaware limited liability company (“ATP”).

Sale of Assets

Seller has agreed to sell, assign and transfer to ATP all right, title and interest in the Collateral Management Agreements and Collateral Administration Agreements for: Alesco Preferred Funding I, Ltd., Alesco Preferred Funding II, Ltd., Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., Alesco Preferred Funding V, Ltd., Alesco Preferred Funding VI, Ltd., Alesco Preferred Funding VII, Ltd., Alesco Preferred Funding VIII, Ltd., Alesco Preferred Funding IX, Ltd., Alesco Preferred Funding X, Ltd., Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XII, Ltd., Alesco Preferred Funding XIII, Ltd., Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XV, Ltd., Alesco Preferred Funding XVI, Ltd. and Alesco Preferred Funding XVII, Ltd. (each a “CDO Agreement” and together, the “CDO Agreements”), and the source code and software necessary for ATP to establish and maintain an investor reporting website for CDO Agreements which are assigned to ATP and a database for each CDO Agreement which is assigned to ATP containing historical financial information and underlying asset information (together with the CDO Agreements, the “Assigned Assets”).

The MTA contemplates multiple closings (each a “Closing”) and the initial Closing occurred simultaneously with the execution of the MTA (the “Initial Closing”). At the Initial Closing, Seller transferred all rights, title and interest in the Collateral Management Agreements and Collateral Administration Agreements for: Alesco Preferred Funding X, Ltd., Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XII, Ltd., Alesco Preferred Funding XIII, Ltd., Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XV, Ltd., Alesco Preferred Funding XVI, Ltd. and Alesco Preferred Funding XVII, Ltd. (each CDO Agreement assigned at the Initial Closing and any subsequent Closing, an “Assigned CDO Agreement” and together, the “Assigned CDO Agreements”).

ATP has agreed to assume the obligations of the Seller under the Assigned CDO Agreements to the extent such liabilities, obligations and commitments relate to the period from and after the Closing of such Assigned CDO Agreement (the “Assumed Liabilities”). Seller has agreed to retain the liabilities, obligations and commitments of the Seller arising under the Assigned CDO Agreements with respect to any period prior to the Closing of such Assigned CDO Agreement (the “Retained Liabilities”).

Payment of Purchase Price

Base Purchase Price. The aggregate base purchase price for the Assigned Assets is $9.5 million (the “Aggregate Base Purchase Price”). The Aggregate Base Purchase Price has been allocated among the Assigned Assets by CDO Agreement. At the Initial Closing, $5.4 million was paid as the Base Purchase Price for the Assigned CDO Agreements.

Allocation of Fees Payable Pursuant to Assigned CDO Agreements. Seller has retained all management fees in connection with the Assigned CDO Agreements that were paid prior to February 23, 2010 and one-half of the management fees accrued but not yet paid prior to February 23, 2010 (the “Retained Management Fees”). At the Initial Closing, approximately $450,000 was allocated to the Seller for the Assigned CDO Agreements as Retained Management Fees.

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Contingent Payments. Seller is entitled to additional consideration for the Assigned Assets to the extent collection of management fees by ATP for the Assigned CDO Agreements during the agreed upon period exceed an agreed upon amount. Seller and ATP agreed to certain management fee thresholds calculated by CDO Agreement (the “Base Case Revenues”), which is to be measured in the following seven (7) twelve month periods (each a “Measuring Period”): February 23, 2010 through February 23, 2011 (the “First Measurement Period”; February 24, 2011 through February 23, 2012 (the “Second Measurement Period”); February 24, 2012 through February 23, 2013 (the “Third Measurement Period”); February 24, 2013 through February 23, 2014 (the “Fourth Measurement Period”); February 24, 2014 through February 23, 2015 (the “Fifth Measurement Period”); February 24, 2015 through February 23, 2016 (the “Sixth Measurement Period”) ; and February 24, 2016 through February 23, 2017 (the “Seventh Measurement Period”). Seller is entitled to 50% of Excess Base Case Revenues (the “Earnout Payment”). The term “Excess Base Case Revenues” means the aggregate of all revenues from the Assigned CDO Agreements, earned and actually received by ATP, less amounts payable to certain sub advisors, that exceed the following thresholds (the “Excess Base Case Revenue Thresholds”): (i) $7,816,646 during the First Measurement Period, (ii) $6,095,257 during the Second Measurement Period, (iii) $5,563,272 during the Third Measurement Period, (iv) $5,381,459 during the Fourth Measurement Period, (v) $5,206,200 during the Fifth Measurement Period, (vi) $5,050,266 during the Sixth Measurement Period, and (vii) $4,892,388 during the Seventh Measurement Period. Exhibit 99.1 to this Form 8-K sets forth an allocation of the Excess Base Case Revenue Thresholds among the CDO Agreements. The Excess Base Case Revenue Thresholds above are to be adjusted downward for CDO Agreements that are not sold, assigned and transferred pursuant to the MTA as of the applicable Measurement Period, and the adjustment will be equal to the dollar amount allocated to such CDO Agreements on Exhibit 99.1 hereto. The Retained Management Fees are included in the calculation of Excess Base Case Revenues.

Seller is entitled to a non-refundable estimated payment of the Earnout Payments. For each three month period during each Measurement Period (each three month period, an “Earnout Quarter”), ATP is required to determine the amount, if any, of the aggregate of all revenues from the Assigned CDO Agreements, earned and actually received by ATP, less amounts payable to certain sub advisors that exceed the quarterly thresholds listed on Exhibit 99.1 hereto, which thresholds are to be adjusted downward for CDO Agreements that are not sold, assigned and transferred pursuant to the MTA as of the applicable Earnout Quarter, and the adjustments will be equal to the dollar amounts allocated to such CDO Agreements as listed on Exhibit 99.1 hereto (the “Quarterly Excess”). ATP is required to pay 75% of such Quarterly Excess to Seller.

ATP is entitled to retain 25% of each estimated Earnout Payment (the “Holdback Amount”). The Holdback Amount is subject to offset. No later than 90 days following February 23, 2017, ATP is required to pay Seller the Holdback Amount less any offset. ATP is entitled to offset the Holdback amount by (i) the amount by which the aggregate Estimated Payments exceed the aggregate Earnout Payment for all Measuring Periods, and (ii) the Prepayment Penalty (as defined below). ATP and Seller have identified certain banks (the “Regulated Banks”) who have issued identified notes which are included as assets in the transactions underlying the CDO Agreements (the “Applicable Notes”). If at any time after February 23, 2013 and prior to February 23, 2017, the Regulated Banks prepay the Applicable Notes, ATP may be entitled to an offset against the Holdback Amount. The amount of the offset is to be calculated in accordance with an agreed upon schedule for each of the Applicable Notes (the “Prepayment Penalty”). Seller is entitled to a credit against the Prepayment Penalty of $500,000, as adjusted (the “Credit”). The Holdback Amount is subject to an offset equal to the Prepayment Penalty less any applicable Credit.

Representations, Warranties, Covenants and Closing Conditions for Subsequent Closings

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Under the MTA, Cohen, Seller and ATP have made, or are subject to, standard representations, warranties, restrictions and covenants. With respect to any subsequent Closing for a CDO Agreement, such Closing is subject to the satisfaction of standard closing conditions, including, but not limited to, obtaining the required consents to transfer such CDO Agreement and that neither Cohen, Seller or ATP has experienced a material adverse affect on its ability to perform its obligations under the MTA.

Termination

After the Initial Closing, the MTA may be terminated insofar as it relates to any transactions contemplated and any subsequent Closings may be abandoned:

• by mutual written consent of Seller, Cohen and ATP;

• by ATP in writing if (i) Seller or Cohen shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements contained in the MTA which breach or failure to perform (A) would give rise to the failure of a condition to Closing, and (B) cannot be or has not been cured on or prior to the applicable End Date (defined below); provided, however, that ATP is not then in breach of any of its covenants or agreements contained in the MTA, or (ii) if, as of any date, an event or condition shall have occurred which would have made specified representation of the Seller or Cohen fail to be true and correct if such representation were made as of such date (instead of, as set forth therein, as of the date of the MTA);

• by the Seller and Cohen in writing if ATP shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the MTA, which breach or failure to perform (i) would give rise to the failure of a condition to Closing, and (ii) cannot be or has not been cured on or prior to the applicable End Date; provided, however, that neither the Seller nor Cohen is then in breach of any of its covenants or agreements contained in the MTA; or

• by the Seller and Cohen or ATP, (A) if, subsequent to the Initial Closing, a Closing or Closings relating to an aggregate of 50% of the Assigned Assets does not occur by August 31, 2010 (or, such later date as may be agreed to in writing by ATP acting in good faith not later than August 31, 2010, or such later date as may be agreed to in writing by the Seller and ATP), or (C) October 1, 2010, or such later date as may be agreed to in writing by Seller and ATP (each such date, as applicable, an “End Date”); provided, however, that no party shall be entitled to terminate the MTA pursuant to this clause if the failure to consummate the applicable Closing is a result of such party’s material breach of the MTA.

Indemnification

The Seller and Cohen jointly and severally agreed to indemnify, defend and hold harmless ATP and its affiliates and all of their respective officers, managers, directors, members, partners, employees, agents, successors and assigns (the “ATP Indemnified Persons”) from and against any losses actually incurred by such ATP Indemnified Persons arising out of or resulting from (i) any breach by the Seller or Cohen of any representation or warranty of the Seller contained in the MTA or any other contract executed by the parties in connection with the transaction contemplated by the MTA, (ii) any breach by the Seller or Cohen of any covenant contained in the MTA or any other contract executed by the parties in connection with the transactions contemplated by the MTA, (iii) any related Retained Liabilities or (iv) the issuer under the respective CDO Agreement (the “Issuer”) (A) having income that is effectively

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connected with the conduct of a trade or business within the United States for U.S. federal income tax purposes, (B) being subject to United States federal income tax under Section 882(a) of the Code, or a branch tax under Section 884 of the Code or (C) reporting any item of income on any tax return that would be treated as effectively connected with the conduct of a trade or business of the Issuer in the United States for U.S. federal income tax purposes.

ATP agreed to indemnify, defend and hold harmless the Seller, Cohen and their respective affiliates and all of their respective officers, managers, directors, shareholders, members, partners, trustees, employees, agents, successors and assigns (the “Seller Indemnified Persons”) from and against any losses actually incurred by the Seller Indemnified Persons arising out of or resulting from (i) any breach by ATP of any representation or warranty of ATP contained in the MTA, (ii) any breach by ATP of any covenant contained in the MTA or any other contract executed by the parties in connection with the related transactions or (iii) any related Assumed Liabilities.

Services Agreement

On July 29, 2010, a Services Agreement (the “Services Agreement”) was entered into by and between Seller and ATP, pursuant to which Seller is required to provide certain services to ATP. In exchange, ATP is required to pay Seller up to $23.0 million ($13.6 million for the Alesco X through XVII securitizations, and up to $9.4 million for the Alesco I through IX securitizations if the corresponding CDO Agreements become Assigned CDO Agreements) over a term of approximately three (3) years. ATP has agreed to escrow the service fees payable as the applicable CDO Agreements are sold.

Service Provider Reports

No later than twenty-five (25) days following the last business day of each quarter during the term, beginning on the date of the Services Agreement and ending on the earlier of (i) February 22, 2013 or (ii) the date on which the Services Agreement is terminated according to its terms (the “Term”), for each of certain identified indentures in the Services Agreement (the “Indentures”), the Seller is required to prepare and deliver a Collateral Overview Report to ATP.

No later than ninety (90) days following the last business day of each quarter during the Term, for each Assigned CDO Agreement, the Seller is required to prepare and deliver a Score for Collateral Debt Securities Report and a Securities Watch List Report to ATP. The Collateral Overview Report, the Score for Collateral Debt Securities Report and the Securities Watch List Report are collectively referred to as the “Reports”.

Fees

In consideration of Seller’s preparation and delivery of the Reports, on the final day of each month during the Term, Seller is to be paid a service fee which amount is to be released from escrow by TD Bank, N.A. (the “Escrow Agent”), on behalf of ATP. The service fee is to be calculated based upon the CDO Agreements which become Assigned CDO Agreement as follows:

CDO Agreement	Monthly Service Fee
Alesco X	$	79,656
Alesco XI	$	52,654
Alesco XII	$	53,924
Alesco XIII	$	35,768
Alesco XIV	$	59,429

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Alesco XV	$	42,641
Alesco XVI	$	39,260
Alesco XVII	$	14,953
Total	$	378,285
CDO Agreement	Monthly Service Fee
Alesco I	$	13,956
Alesco II	$	14,951
Alesco III	$	14,475
Alesco IV	$	26,465
Alesco V	$	25,224
Alesco VI	$	44,030
Alesco VII	$	21,615
Alesco VIII	$	48,262
Alesco IX	$	51,626

Expenses

Seller is responsible for all the expenses of preparing the Reports, except that, to the extent such expenses are reimbursable according to the terms set forth in the CDO Agreements, ATP is required to seek such reimbursement from the Issuer for such expenses, and ATP is required to instruct the trustee under the respective CDO Agreement (the “Trustee”) to reimburse Seller accordingly.

Representations, Warranties and Covenants

Under the Services Agreement, Seller and ATP have made, or are subject to, standard representations, warranties, restrictions and covenants.

Indemnity

Seller assumes no responsibility under the Services Agreement other than to prepare and deliver the Reports in accordance with the terms thereof. Moreover, Seller is not liable to the CM Indemnified Persons (as defined below) for any expenses, losses, fines, damages, demands, charges, judgments, assessments, costs or other liabilities or claims of any nature whatsoever (collectively, “Liabilities”) incurred by ATP that arise out of or in connection with Seller’s preparation and delivery of the Reports or for any acts or omissions by Seller or any affiliate thereof under or in connection with the Services Agreement, except (i) by reason of acts or omissions of an Advisor Indemnified Person (as defined below) constituting bad faith, willful misconduct, gross negligence or reckless disregard in the preparation and delivery of the Reports, (ii) by reason of a violation of applicable law, (iii) by reason of any failure to timely prepare and deliver the Reports, for any reason, (iv) by reason of a breach of its representations, warranties or covenants in the Services Agreement or (v) by reason of any action by an Advisor Indemnified Person that is not required to be performed or permitted under the terms of the Services Agreement (the occurrences of the events described in subsections (i) through (v) above are collectively referred to as “Service Provider Breaches”).

In addition, the CM Indemnified Persons are not liable to the Advisor Indemnified Persons for any Liabilities incurred by Seller that arise out of or in connection with any action by an Advisor

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Indemnified Person that is not required to be performed or permitted under the terms of the Services Agreement.

ATP is required to defend, indemnify and hold harmless Seller and each of its affiliates and all of their respective officers, managers, directors, members, partners, employees, agents, successors and assigns thereof (the “Advisor Indemnified Persons”) from and against any Liabilities, and is required to promptly reimburse Seller or each affiliate thereof for all reasonable fees and expenses with respect to any pending or threatened litigation caused by, arising out of or in connection with (i) any liability or any act or omission of ATP under the CDO Agreements or the Indentures with respect to any period after the date of the Services Agreement, or (ii) any action taken by, or any failure to act by, Seller or any affiliate thereof.

Seller is required to defend, indemnify and hold harmless ATP and each of its affiliates (the “CM Indemnified Persons”) from and against any Liabilities, and is required to promptly reimburse ATP or each affiliate thereof for all reasonable fees and expenses with respect to any pending or threatened litigation caused by, arising out of or in connection with a Service Provider Breach or an action by an Advisor Indemnified Person that is not required to be performed or permitted under the terms of the Services Agreement.

Term and Termination

The Services Agreement remains in force and effect until the earlier of (i) February 22, 2013, and (ii) the termination of the Services Agreement as set forth below.

The Services Agreement may be terminated by ATP upon a Final Determination (as defined in the Services Agreement) of Cause. For purposes of determining “Cause”, such term means a material breach by Seller of its obligations to deliver the Reports, which breach remains uncured for a period of thirty (30) days following its receipt of written notice from ATP detailing such breach.

If a Final Determination has been made that “Cause” exists and the Services Agreement is terminated by ATP, ATP is required to deliver written instructions to the Escrow Agent, along with a copy of the Final Determination, directing that the Escrow Fund (as defined in the Services Agreement) be delivered to ATP.

Credit Facility

The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 29, 2010, Dekania Investors, LLC, a Delaware limited liability company and a subsidiary of Cohen (“Dekania”), entered into a new $14.6 million secured credit facility (the “Credit Facility”) with TD Bank, N.A. (“TD Bank”). The Credit Facility expires in September 2012, and replaces a previous $30 million revolving credit facility that Cohen Brothers, LLC, another subsidiary of Cohen (“Cohen

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Brothers”), was a party to with TD Bank that was due to expire on May 31, 2011. Proceeds of the Credit Facility will be used to finance working capital requirements and for general corporate purposes.

The Credit Facility is comprised of $13.3 million of term loan capacity and a maximum of $1.3 million for the issuances of letters of credit. On July 30, 2010, the term loan was drawn in the amount of $9.3 million (the “First Draw”). The second portion of the term loan will be drawn in an amount up to $4.0 million (the “Second Draw”) upon the sale, if required consents are obtained, by Seller of the CDO Agreements that were not sold at the Initial Closing. To the extent there is a partial sale of these CDO Agreements, the $4.0 million draw will be reduced in accordance with the terms of the Credit Facility. TD Bank will not be required to fund the Second Draw if it is not made by September 30, 2010.

With respect to the First Draw, Dekania is required, commencing on September 30, 2010, to make seven consecutive quarterly principal payments in the amount of $1,162,000. In the event Dekania obtains the Second Draw, Dekania is required, commencing on December 31, 2010, to make six consecutive quarterly principal payments in the amount of $400,000, which amount will be reduced in accordance with the terms of the Credit Facility in the event of partial sales of the CDO Agreements that were not sold at the Initial Closing. All unpaid principal and interest with respect to the First Draw and the Second Draw will be due and payable on September 30, 2012.

The First Draw and the Second Draw bear interest, at Dekania’s option, at either: (1) the adjusted LIBOR rate (as defined in the Credit Facility), plus 4.5% (the “LIBOR Rate”); provided, that the adjusted LIBOR is at least 1.5%, or (2) a base rate (as defined in the Credit Facility), plus 2.75%.

Dekania will pay a fee on the face amount of each letter of credit issued equal to (1) 4.5%, (2) a fronting fee of 0.25% on the face amount of the letter of credit issued, and (3) the customary issuance fees. TD Bank charged an upfront fee for the Credit Facility of $250,000, and Cohen Brothers was required to pay TD Bank $450,000 to terminate the previous credit facility.

As a result of the Credit Facility and the related security and pledge agreements, Cohen continues to grant TD Bank a security interest in substantially all of its assets and substantially all of its remaining asset management agreements with the exception of certain of its investments that are currently classified as investments-trading, held in subsidiaries that do not guarantee the Credit Facility.

The Credit Facility includes standard events of default, representations, warranties, restrictions and covenants, including financial covenants that we are required to maintain, such as (1) a minimum net worth; (2) a minimum consolidated cash flow to debt service coverage ratio; (3) a minimum consolidated cash flow to debt service and distribution coverage ratio and (4) a maximum funded debt to consolidated cash flow ratio.

Item 8.01 Other Events

On July 29, 2010, Cohen issued a press release announcing the commencement by Cohen & Company Securities, LLC, a Delaware limited liability company and a subsidiary of Cohen (“CCS”), of its offer (the “Offer”) to purchase all of the outstanding unsecured subordinated promissory notes (the “Notes”) issued by Cohen Brothers due June 20, 2013. The Notes have a current principal balance of $9.5 million, and interest is paid in cash at an annual rate equal to nine percent (9%) per annum and in kind, at an annual rate equal to three percent (3%) per annum. The Offer will expire at 11:59 p.m., New York City time, on August 26, 2010, unless extended or earlier if terminated by CCS. Holders of the Notes who validly tender, and do not validly withdraw, their Notes on or prior to the expiration date will receive $0.80 for each $1.00 principal amount of Notes tendered, plus eighty percent (80%) of accrued

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and unpaid in kind interest up to, but excluding, the payment date, plus one hundred percent (100%) of accrued and unpaid cash interest up to, but excluding, the payment date.

Subject to applicable law, CCS may amend, extend or waive conditions to, or terminate, the Offer. The Offer is not conditioned on a minimum principal amount of Notes being tendered. Cohen and CCS and their respective boards, employees and affiliates do not make any recommendation to any holder of the Notes whether to tender or refrain from tendering any or all of such holder’s Notes and none of them has authorized any person to make any such recommendation.

A copy of the press release announcing the Offer, the Credit Facility, and the transactions contemplated by the MTA and the Services Agreement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1*	Allocation of Excess Base Case Revenue and Quarterly Thresholds.
99.2*	Press Release dated July 29, 2010 announcing strategic transactions.

* Filed electronically herewith.

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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, thereunto duly authorized.

	COHEN & COMPANY INC.
Date: August 4, 2010	By:	/s/ Joseph W. Pooler, Jr.
		Joseph W. Pooler, Jr.
		Executive Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

Allocation of Excess Base Case Revenue

	First Measurement Period		Second Measurement Period		Third Measurement Period		Fourth Measurement Period		Fifth Measurement Period		Sixth Measurement Period		Seventh Measurement Period
Alesco 1	$	179,070	$	140,608	$	130,794	$	126,889	$	123,101	$	119,426	$	115,861
Alesco 2		194,944		152,928		141,466		135,854		127,696		123,884		120,186
Alesco 3		190,105		148,994		137,588		133,481		121,866		118,228		114,699
Alesco 4		342,438		265,663		236,994		229,920		223,049		216,391		209,924
Alesco 5		331,189		256,671		223,647		216,970		210,493		204,209		198,113
Alesco 6		580,577		449,947		401,404		389,420		377,793		366,514		355,571
Alesco 7		289,188		224,121		199,669		193,719		187,935		182,325		176,882
Alesco 8		590,574		462,796		428,085		415,385		402,992		389,750		376,921
Alesco 9		615,522		482,844		451,271		440,549		427,925		415,673		401,067
Subtotal		3,313,606		2,584,572		2,350,917		2,282,187		2,202,851		2,136,400		2,069,223
Alesco 10		934,802		734,926		685,416		665,134		645,455		626,362		607,730
Alesco 11		636,545		495,092		446,039		432,725		419,808		407,277		395,120
Alesco 12		629,921		495,027		458,960		444,413		431,147		418,277		403,165
Alesco 13		424,125		332,779		309,682		298,810		288,177		279,569		270,449
Alesco 14		728,623		571,030		509,083		479,746		463,550		449,713		435,902
Alesco 15		483,367		379,325		354,198		344,018		333,749		323,787		314,122
Alesco 16		452,659		355,296		324,861		313,212		303,863		294,793		285,994
Alesco 17		212,998		147,209		124,115		121,214		117,599		114,089		110,683
Subtotal		4,503,040		3,510,684		3,212,355		3,099,272		3,003,349		2,913,867		2,823,164
Total	$	7,816,646	$	6,095,257	$	5,563,272	$	5,381,459	$	5,206,200	$	5,050,266	$	4,892,388

Quarterly Thresholds

	First Measurement Period - Quarter Ending										Second Measurement Period - Quarter Ending
	5/23/10		8/23/10		11/23/10		2/23/11		1st Period		5/23/11		8/23/11		11/23/11		2/23/12		2nd Period
Alesco 1	$	49,086	$	46,147	$	43,212	$	40,625	$	179,070	$	38,041	$	35,764	$	33,489	$	33,314	$	140,608
Alesco 2		53,563		50,113		47,153		44,116		194,944		41,511		38,837		36,544		36,036		152,928
Alesco 3		52,161		48,940		45,920		43,084		190,105		40,425		37,928		35,588		35,053		148,994
Alesco 4		93,975		88,188		82,730		77,546		342,438		72,830		68,346		64,116		60,371		265,663
Alesco 5		90,770		85,362		79,909		75,148		331,189		70,347		66,156		61,929		58,239		256,671
Alesco 6		158,810		149,952		139,807		132,009		580,577		123,078		116,213		108,350		102,307		449,947
Alesco 7		79,423		74,372		69,920		65,473		289,188		61,553		57,638		54,188		50,741		224,121
Alesco 8		161,900		152,176		142,529		133,969		590,574		125,472		117,936		110,460		108,927		462,796
Alesco 9		168,886		158,460		148,677		139,499		615,522		130,887		122,806		115,225		113,926		482,844
Subtotal		908,573		853,709		799,857		751,467		3,313,606		704,144		661,624		619,889		598,915		2,584,572
Alesco 10		256,559		240,586		225,859		211,798		934,802		198,833		186,454		175,041		174,598		734,926
Alesco 11		174,654		163,872		153,755		144,263		636,545		135,357		127,001		119,160		113,574		495,092
Alesco 12		172,746		162,258		152,075		142,843		629,921		133,878		125,750		117,858		117,541		495,027
Alesco 13		116,405		109,153		102,476		96,092		424,125		90,214		84,594		79,419		78,553		332,779
Alesco 14		199,677		187,818		175,784		165,344		728,623		154,749		145,559		136,232		134,489		571,030
Alesco 15		132,600		124,463		116,733		109,570		483,367		102,765		96,459		90,468		89,633		379,325
Alesco 16		124,200		116,532		109,338		102,588		452,659		96,255		90,313		84,737		83,991		355,296
Alesco 17		75,168		48,900		45,881		43,049		212,998		40,391		37,897		35,558		33,363		147,209
Subtotal		1,252,008		1,153,584		1,081,901		1,015,547		4,503,040		952,442		894,027		838,473		825,741		3,510,684
Total	$	2,160,581	$	2,007,293	$	1,881,758	$	1,767,014	$	7,816,646	$	1,656,586	$	1,555,652	$	1,458,362	$	1,424,656	$	6,095,257

Quarterly Thresholds

	Third Measurement Period - Quarter Ending										Fourth Measurement Period - Quarter Ending
	5/23/12		8/23/12		11/23/12		2/23/13		3rd Period		5/23/13		8/23/13		11/23/13		2/23/14		4th Period
Alesco 1	$	33,072	$	32,820	$	32,575	$	32,327	$	130,794	$	32,085	$	31,840	$	31,602	$	31,362	$	126,889
Alesco 2		35,775		35,494		35,237		34,960		141,466		34,707		34,434		34,185		32,528		135,854
Alesco 3		34,789		34,526		34,266		34,007		137,588		33,750		33,496		33,243		32,992		133,481
Alesco 4		59,923		59,472		59,022		58,577		236,994		58,134		57,696		57,260		56,829		229,920
Alesco 5		56,541		56,130		55,691		55,286		223,647		54,853		54,454		54,028		53,635		216,970
Alesco 6		101,455		100,768		99,929		99,252		401,404		98,426		97,759		96,946		96,289		389,420
Alesco 7		50,476		50,110		49,728		49,356		199,669		48,980		48,614		48,243		47,882		193,719
Alesco 8		108,226		107,412		106,620		105,827		428,085		105,032		104,229		103,455		102,667		415,385
Alesco 9		113,512		113,047		112,586		112,126		451,271		111,341		110,535		109,734		108,939		440,549
Subtotal		593,769		589,779		585,652		581,718		2,350,917		577,309		573,058		568,696		563,123		2,282,187
Alesco 10		173,287		171,995		170,704		169,431		685,416		168,159		166,905		165,653		164,417		665,134
Alesco 11		112,780		111,929		111,084		110,246		446,039		109,414		108,588		107,768		106,955		432,725
Alesco 12		116,702		114,950		114,087		113,221		458,960		112,371		111,518		110,681		109,841		444,413
Alesco 13		78,061		79,220		76,063		76,339		309,682		76,603		74,355		73,792		74,060		298,810
Alesco 14		133,815		129,564		123,324		122,381		509,083		121,470		120,540		119,643		118,093		479,746
Alesco 15		89,335		88,905		88,313		87,645		354,198		86,985		86,327		85,677		85,029		344,018
Alesco 16		83,741		80,930		80,393		79,797		324,861		79,195		78,597		78,004		77,416		313,212
Alesco 17		31,303		31,043		30,942		30,827		124,115		30,647		30,418		30,189		29,961		121,214
Subtotal		819,024		808,534		794,910		789,886		3,212,355		784,843		777,250		771,408		765,772		3,099,272
Total	$	1,412,793	$	1,398,313	$	1,380,562	$	1,371,604	$	5,563,272	$	1,362,153	$	1,350,307	$	1,340,104	$	1,328,895	$	5,381,459

Quarterly Thresholds

	Fifth Measurement Period - Quarter Ending										Sixth Measurement Period - Quarter Ending
	5/23/14		8/23/14		11/23/14		2/23/15		5th Period		5/23/15		8/23/15		11/23/15		2/23/16		6th Period
Alesco 1	$	31,127	$	30,890	$	30,659	$	30,425	$	123,101	$	30,198	$	29,968	$	29,744	$	29,517	$	119,426
Alesco 2		32,293		32,039		31,807		31,557		127,696		31,329		31,082		30,858		30,615		123,884
Alesco 3		30,814		30,581		30,350		30,121		121,866		29,894		29,668		29,444		29,222		118,228
Alesco 4		56,399		55,974		55,551		55,125		223,049		54,715		54,303		53,893		53,479		216,391
Alesco 5		53,215		52,829		52,415		52,034		210,493		51,627		51,251		50,850		50,481		204,209
Alesco 6		95,487		94,841		94,051		93,414		377,793		92,636		92,009		91,243		90,625		366,514
Alesco 7		47,517		47,162		46,803		46,453		187,935		46,099		45,754		45,406		45,066		182,325
Alesco 8		101,900		101,123		100,367		99,603		402,992		98,858		98,104		96,763		96,025		389,750
Alesco 9		108,150		107,367		106,590		105,818		427,925		105,053		104,293		103,538		102,790		415,673
Subtotal		556,903		552,805		548,593		544,550		2,202,851		540,408		536,433		531,739		527,819		2,136,400
Alesco 10		163,184		161,967		160,752		159,553		645,455		158,356		157,176		155,997		154,834		626,362
Alesco 11		106,148		105,347		104,552		103,762		419,808		102,979		102,202		101,431		100,665		407,277
Alesco 12		109,017		108,190		107,378		106,563		431,147		105,763		104,960		104,172		103,382		418,277
Alesco 13		73,673		71,510		71,768		71,226		288,177		70,688		70,155		69,625		69,100		279,569
Alesco 14		117,214		116,317		115,451		114,568		463,550		113,715		112,845		112,005		111,148		449,713
Alesco 15		84,389		83,750		83,120		82,491		333,749		81,870		81,250		80,638		80,029		323,787
Alesco 16		76,831		76,251		75,676		75,105		303,863		74,538		73,975		73,417		72,863		294,793
Alesco 17		29,735		29,510		29,288		29,066		117,599		28,847		28,629		28,413		28,199		114,089
Subtotal		760,190		752,842		747,983		742,334		3,003,349		736,757		731,193		725,699		720,219		2,913,867
Total	$	1,317,093	$	1,305,647	$	1,296,576	$	1,286,884	$	5,206,200	$	1,277,165	$	1,267,626	$	1,257,438	$	1,248,038	$	5,050,266

Quarterly Thresholds

	Seventh Measurement Period - Quarter Ending
	5/23/16		8/23/16		11/23/16		2/23/17		7th Period
Alesco 1	$	29,296	$	29,073	$	28,856	$	28,636	$	115,861
Alesco 2		30,394		30,154		29,937		29,701		120,186
Alesco 3		29,002		28,783		28,565		28,350		114,699
Alesco 4		53,075		52,682		52,284		51,883		209,924
Alesco 5		50,086		49,721		49,332		48,974		198,113
Alesco 6		89,871		89,262		88,519		87,919		355,571
Alesco 7		44,723		44,388		44,050		43,721		176,882
Alesco 8		95,308		94,580		93,875		93,158		376,921
Alesco 9		101,409		100,644		99,884		99,130		401,067
Subtotal		523,162		519,288		515,302		511,471		2,069,223
Alesco 10		153,662		152,505		151,351		150,212		607,730
Alesco 11		99,905		99,151		98,403		97,660		395,120
Alesco 12		102,606		100,945		100,187		99,427		403,165
Alesco 13		68,578		68,061		67,158		66,651		270,449
Alesco 14		110,321		109,476		108,661		107,444		435,902
Alesco 15		79,426		78,825		78,231		77,640		314,122
Alesco 16		72,313		71,767		71,226		70,688		285,994
Alesco 17		27,986		27,775		27,565		27,357		110,683
Subtotal		714,797		708,506		702,783		697,079		2,823,164
Total	$	1,237,959	$	1,227,794	$	1,218,084	$	1,208,550	$	4,892,388

EX-99.2

Exhibit 99.2

COHEN & COMPANY ANNOUNCES STRATEGIC TRANSACTIONS

Sale of Contract Rights and Entry Into a Related Three-Year Services Agreement for up to $44.5 Million in Proceeds

New $14.6 Million Two-Year Secured Credit Facility - Refinancing, Extension and Rate Reduction of Existing Credit Facility

Cash Offer to Purchase $9.5 Million of Subordinated Notes at 80% of Par

Philadelphia and New York, July 29, 2010 – Cohen & Company Inc. (NYSE AMEX: COHN), a leading investment firm specializing in credit-related fixed income investments, today announced a series of strategic transactions designed to enhance the firm’s long-term liquidity and operating flexibility as it continues to invest in its growth businesses. This strategy includes the sale of Alesco collateral management rights to ATP Management LLC (“ATP”), an affiliate of certain investment funds managed by affiliates of Fortress Investment Group LLC, a three-year services agreement related to servicing the Alesco collateral management rights, a two-year secured credit facility, as well as an offer to purchase all outstanding unsecured subordinated promissory notes due June 20, 2013.

Daniel G. Cohen, Chairman and Chief Executive Officer of Cohen & Company, said, “The Alesco transactions, which accelerate the monetization of some of our CDO collateral management rights, as well as the announcement of a new credit facility that extends the term of our bank borrowings and reduces interest costs, are significant developments in providing our firm additional resources for the future of our growth businesses.”

Master Transaction Agreement to Sell Alesco I through Alesco XVII Collateral Management Rights

Cohen & Company Financial Management, LLC (“CCFM”), a subsidiary of Cohen & Company, sold to ATP the collateral management rights and responsibilities arising after the sale relating to the Alesco X through XVII securitizations, which represent $3.8 billion of assets under management. In addition, CCFM has agreed to sell to ATP its collateral management rights and responsibilities arising after the sale relating to the Alesco I through IX securitizations, which represent $3.0 billion of assets under management, upon satisfaction of certain conditions, including obtaining the consent of certain equity holders.

Pursuant to the terms of the agreement, ATP will pay CCFM an aggregate sum of up to $9.5 million ($5.4 million for the Alesco X through XVII rights, and up to $4.1 million for the Alesco I through IX rights), plus an earn-out equal to 50% of all management fees collected over a seven-year period that are in excess of an agreed upon amount. The earn-out portion of consideration has the potential to result in payments of up to $12 million during the seven-year period depending primarily on the level of defaults and prepayments experienced in the securitizations. The agreement affects $6.8 billion, or 47%, of Cohen & Company’s $14.5 billion of assets under management at June 30, 2010. Alesco I through XVII generated $2.5 million, or 40%, of Cohen & Company’s $6.2 million of asset management revenue in the second fiscal quarter of 2010 (with Alesco X through XVII representing $1.4 million, or 22%).

Three-Year Services Agreement

In connection with the Master Transaction Agreement, CCFM has entered into a three-year Services Agreement under which it will provide certain services to ATP. ATP will pay CCFM up to $23.0 million ($13.6 million for the Alesco X through XVII securitizations, and up to $9.4 million for the Alesco I through IX securitizations if such rights are sold) over that time. ATP has agreed to escrow the $23 million payable under this arrangement as such rights are sold.

Total cash received by Cohen & Company from today’s initial closing under the Master Transaction Agreement and the three-year Services Agreement was $5.1 million, net of purchase price adjustments.

$14.6 Million Two-Year Senior Secured Credit Facility

Dekania Investors, LLC, another subsidiary of Cohen & Company, today entered into a new $14.6 million secured credit facility with TD Bank, N.A. The new credit facility expires in September 2012, and replaces Cohen Brothers, LLC’s previous $30 million revolving credit facility that was due to expire on May 31, 2011. Proceeds of the credit facility will be used to finance working capital requirements and for general corporate purposes. Cohen & Company, and its affiliates, continue to grant TD Bank a security interest in certain of their assets, including their rights in the three-year Services Agreement discussed above. The current minimum annual interest rate of the

credit facility is 6.0%, which is less than the minimum annual interest rate of 8.5% on the previous $30 million revolving credit facility.

The credit facility is comprised of $13.3 million of term loan capacity and a maximum of $1.3 million for the issuances of letters of credit. Today Cohen & Company drew the first $9.3 million term loan. The remaining $4.0 million of term loan capacity may be drawn, depending on which of the remaining contractual rights and responsibilities relating to the Alesco I through IX securitizations are sold, as and if required consents are obtained. Scheduled payments of principal and interest are required over the term of the credit facility. TD Bank will not be required to fund the additional term loan draws if they are not made by September 30, 2010.

Offer to Purchase any and all Outstanding Unsecured Subordinated Promissory Notes Due June 20, 2013

Additionally, Cohen & Company Securities, LLC, another subsidiary of Cohen & Company, today commenced its offer to purchase all of the outstanding unsecured subordinated promissory notes issued by Cohen Brothers, LLC due June 20, 2013. The notes have a current principal balance of $9.5 million, and interest is paid in cash at an annual rate equal to nine percent (9%) per annum and in kind, at an annual rate equal to three percent (3%) per annum.

The offer will expire at 11:59 PM, New York City time, on August 26, 2010, unless extended or earlier if terminated by Cohen & Company. Holders of the notes who validly tender, and do not validly withdraw, their notes on or prior to the expiration date will receive $0.80 for each $1.00 principal amount of notes tendered, plus eighty percent (80%) of accrued and unpaid in kind interest up to, but excluding, the payment date, plus one hundred percent (100%) of accrued and unpaid cash interest up to, but excluding, the payment date.

About Cohen & Company

Cohen & Company is a leading investment firm specializing in credit-related fixed income investments. Cohen & Company was founded in 1999 as an investment firm focused on small-cap banking institutions, but has grown over the past ten years into a more diversified fixed income specialist. Our primary operating segments are Capital Markets and Asset Management. Our Capital Markets segment consists of credit-related fixed income sales and trading as well as new issue placements in corporate and securitized products. Our Asset Management segment manages assets through listed and private companies, funds, managed accounts and collateralized debt obligations. As of June 30, 2010, we manage approximately $14.5 billion in credit-related fixed income assets in a variety of asset classes, including U.S. trust preferred securities, European hybrid capital securities, Asian commercial real estate debt, and mortgage- and asset-backed securities.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

While we cannot predict all of the risks and uncertainties, they include, but are not limited to, the fact that the earn-out payments to CCFM from the sale transaction discussed in this release may differ materially from the amount set forth above due to prepayments and defaults experienced by the assets in the securitizations and/or reductions in collateral management fees earned from the contract rights, as well as those risks and uncertainties described in “Item 1A—Risk Factors” included in Cohen & Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

All subsequent written and oral forward-looking statements concerning other matters addressed in this release and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this release. Except to the extent required by law, we undertakes no

obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Contact:

Investors: Media:

Cohen & Company Inc. Joele Frank, Wilkinson Brimmer Katcher

Joseph W. Pooler, Jr., 215-701-8952 James Golden, 212-355-4449

Chief Financial Officer jgolden@joelefrank.com

investorrelations@cohenandcompany.com