Acquisitions

Dahlman Rose & Company, LLC

On March 11, 2013, the Company completed its acquisition of all of the outstanding interests in Dahlman Rose & Company, LLC ("Dahlman"), a privately-held investment bank specializing in the energy, metals and mining, transportation, chemicals and agriculture sectors. This acquisition was an all-stock transaction. In the aggregate, the purchase price, assets acquired and liabilities assumed were not significant and the near term impact to the Company and its consolidated results of operations and cash flows is not expected to be significant. Dahlman was subsequently renamed to Cowen Securities LLC ("Cowen Securities"). Following the acquisition, Cowen Securities is included in the broker-dealer segment (See Note 24).

During the fourth quarter of 2013, the Company finalized its purchase price allocation with insignificant adjustments to the recognized amounts on the consolidated statements of financial condition. The purchase price allocation of Cowen Securities is based upon all information available to us at the present time, and is based upon management's estimates of the fair values using valuation techniques including income, cost and market approaches.

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"). As such, results of operations for the Cowen Securities are included in the accompanying consolidated statements of operations since the date of the acquisition, and the assets acquired, liabilities assumed and the resulting goodwill were recorded at their fair values within their respective line items on the accompanying consolidated statement of financial condition. The goodwill is fully deductible for tax purposes. During the year ended December 31, 2013, the business was fully integrated within the broker dealer segment.

ATM USA, LLC and KDC Securities, LP

During the year ended December 31, 2012, the Company completed two acquisitions that were not individually material but were material in the aggregate. On April 5, 2012, the Company completed its acquisition of all of the outstanding interests in ATM USA, LLC ("ATM USA"), Algorithmic Trading Management, LLC ("ATM LLC") and Algo Trading Management Inc. ("ATM INC") (collectively the “ATM Group”), a provider of global, multi-asset class algorithmic execution trading models. On November 1, 2012, the Company also completed the acquisition of all of the outstanding interests in KDC Securities, LP (renamed subsequent to the acquisition to "Cowen Equity Finance LP"), a securities lending business. KDC Securities, LP was the broker-dealer subsidiary of Kellner Capital, LLC, an alternative investment manager. Post acquisition, the ATM Group and Cowen Equity Finance LP are integrated in to the broker-dealer segment.

These acquisitions were completed in accordance with their respective agreements for cash of $10.9 million and contingent consideration of $8.1 million in the aggregate. In accordance with the terms of the purchase agreements, the Company is required to pay to the sellers a portion of future net profits of the businesses, if certain revenue targets are achieved over the period through October 2016. The Company estimated the contingent consideration using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts can range from $3.5 million to $13.8 million.

The acquisitions were accounted for under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). As such, results of operations for the ATM Group and Cowen Equity Finance LP are included in the accompanying consolidated statements of operations since the dates of the respective acquisitions, and the assets acquired, liabilities assumed and the resulting goodwill were recorded at their fair values within their respective line items on the accompanying consolidated statement of financial condition (see Note 10). Goodwill in the amount of $2.2 million is deductible for tax purposes.

The following table summarizes the aggregate purchase price allocation of net tangible and intangible assets acquired during the year ended December 31, 2012:



	(dollars in thousands)
Cash and cash equivalents	$	290
Securities owned, at fair value	17
Securities borrowed	527,854
Receivable from brokers	15,682
Fees receivable	751
Intangibles	9,782
Other assets	136
Securities loaned	(543,369		)
Compensation payable	(11		)
Fees payable	(56		)
Unfavorable lease liability	(91		)
Accounts payable, accrued expenses and other liabilities	(700		)
Total net assets acquired	10,285
Non compete agreements	167
Goodwill/(Bargain purchase gain) on transactions	8,517
Total purchase price	$	18,969

The Company believes that all of the acquired receivables as reflected above in the allocation of the purchase price are recorded at fair value.

The Company recognized approximately $0.3 million of acquisition-related costs, including legal, accounting, and valuation services, for the year ended December 31, 2012. These costs are included in professional, advisory and other fees and other expenses in the accompanying consolidated statements of operations.

Included in the accompanying consolidated statements of operations for the year ended December 31, 2012 are revenues of $6.2 million and net loss of $1.6 million related to the combined ATM Group and Cowen Equity Finance LP results of operations. During the year ended December 31, 2013, these businesses were fully integrated into the current business lines of the Company and the revenues and net income/(loss) are included in the respective line items.

LaBranche & Co Inc.

The acquisition of LaBranche & Co Inc. ("LaBranche") by the Company was consummated pursuant to the terms of the Agreement and Plan of Merger, dated as of February 16, 2011, after the market close on June 28, 2011. LaBranche Capital, LLC ("LCAP"). LCAP was a registered broker-dealer and Financial Industry Regulatory Authority ("FINRA") member firm that operated as a market-maker in ETFs, engaged in hedging activities in options, exchange traded funds ("ETFs"), structured notes, foreign currency securities and futures related to its market-making operations and also conducted 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 US GAAP. In this case, the acquisition was accounted for as an acquisition by Cowen of LaBranche. As such, results of operations for LaBranche are included in the accompanying consolidated statements of operations since the date of acquisition, and the assets acquired and liabilities assumed were recorded at their estimated fair values. The fair value of Cowen shares issued to LaBranche shareholders was the purchase consideration for the acquisition. Based on the June 28, 2011 purchase price allocation, the fair value of the net identifiable assets acquired and liabilities assumed amounted to $176.0 million (excluding $2.3 million non-compete agreements and covenants with limiting conditions acquired), exceeding the fair value of the purchase price of $156.0 million. As a result, the Company recognized a nonrecurring bargain purchase gain of approximately $22.2 million in the second quarter of 2011, which is included in other income in the accompanying consolidated statements of operations for the twelve months ended December 31, 2011.

The Company recognized approximately $3.3 million of acquisition-related costs, including legal, accounting, and valuation services, for the year ended December 31, 2011. These costs are included in professional, advisory and other fees and other expenses in the accompanying consolidated statements of operations.

During the fourth quarter of 2011, the subsidiaries acquired through the LaBranche acquisition were discontinued (See Note 4). As a result, no unaudited supplemental proforma information is presented.