0001104659-14-070057.txt : 20141003 0001104659-14-070057.hdr.sgml : 20141003 20141003170201 ACCESSION NUMBER: 0001104659-14-070057 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-197513 FILM NUMBER: 141140447 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-845-7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-845-7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 FWP 1 a14-17376_8fwp.htm FWP

 

Filed Pursuant to Rule 433

 

Relating to

Preliminary Prospectus Supplement dated October 1, 2014 to

Prospectus dated August 6, 2014

Registration No. 333-197513

 

Cowen Group, Inc.

 

$55,000,000

 

 8.25% Senior Notes due 2021

 

Final Term Sheet

 

Issuer:

 

Cowen Group, Inc.

 

 

 

Type of Security:

 

Senior Notes

 

 

 

Principal Amount:

 

$55,000,000

 

 

 

Over-allotment Option:

 

$8,250,000

 

 

 

Trade Date:

 

October 3, 2014

 

 

 

Settlement Date (T+5):

 

October 10, 2014

 

 

 

Final Maturity:

 

October 15, 2021

 

 

 

Interest Rate:

 

8.25%

 

 

 

Price to Investors:

 

100% / $25.00 per Note

 

 

 

Underwriters’ Discount:

 

$1,787,500

 

 

 

Net Proceeds to Issuer (after estimated expenses payable by Issuer):

 

$52,329,000

 

 

 

Interest Payment Dates:

 

January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2015.

 

 

 

Record Dates:

 

January 1, April 1, July 1 and October 1.

 

 

 

Redemption Provisions:

 

Prior to October 15, 2017, redeemable, at the Issuer’s option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the redemption date, plus a Make-Whole Amount, if any.

 

“Make-Whole Amount” shall mean, in connection with any optional redemption of any Note, the excess, if any of (i) the present value as of the date of such redemption of (a) the redemption price of such Note on October 15, 2017 (such redemption price being described below in the next paragraph) plus (b) all remaining required interest payments due on such Note through and including the payment due on October 15, 2017

 


 

 

 

 

 

 

(exclusive of any interest accrued to the redemption date), determined by discounting, on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined) (determined on the second Business Day preceding the redemption date) plus 50 basis points, over (ii) the aggregate principal amount of such Note being redeemed.

 

On and after October 15, 2017, redeemable, at the Issuer’s option, in whole at any time or in part from time to time at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on October 15 of the year set forth below:

 

 

 

 

 

 

2017

 

106.188

%

 

 

 

 

2018

 

104.125

%

 

 

 

 

2019

 

102.063

%

 

 

 

 

2020 and thereafter

 

100.000

%

 

 

 

 

 

 

 

 

 

 

 

 

in each case, plus accrued and unpaid interest to, but not including, the redemption date.

 

 

 

Change of Control:

 

Upon the occurrence of a change of control (as defined), the Issuer must offer to repurchase the Notes at 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase.

 

 

 

Denominations:

 

$25.00 minimum denominations and $25.00 integral multiples in excess thereof.

 

 

 

Exchange:

 

The Issuer intends to apply to list the Notes on the NASDAQ Global Market. If the application is approved, the Issuer expects trading in the Notes on the NASDAQ Global Market to begin within 30 days after the settlement date.

 

 

 

CUSIP/ISIN:

 

223622 309 / US2236223093

 

 

 

Underwriters’ Representative:

 

Sterne, Agee & Leach, Inc.

 

 

 

Joint Book-Running Managers:

 

Sterne, Agee & Leach, Inc.

Janney Montgomery Scott LLC

Cowen and Company, LLC

 

 

 

Co-Managers:

 

Wunderlich Securities, Inc.

Incapital LLC

JMP Securities LLC

Ladenburg Thalmann & Co. Inc.

 

The Issuer has filed a registration statement (including a prospectus supplement) on Form S-3 (File No. 333-197513) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying base prospectus in the registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you can request a copy of the preliminary prospectus supplement and the accompanying base prospectus from Sterne, Agee & Leach, Inc., 277 Park Avenue, 24th Floor, New York, NY 10172, by calling (212) 338-4708 or by email at syndicate@sterneagee.com or from Janney Montgomery Scott LLC at 1717 Arch St, Philadelphia, PA 19103, by calling (215) 665-6170 or by email at preinhart@janney.com.