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Cowen Group, Inc. Prices Offering Of $130 Million 3.0% Cash Convertible Senior Notes Due 2019

Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today announced the pricing of its offering of $130 million aggregate principal amount of 3.0% cash convertible senior notes due 2019. The notes are being offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted the initial purchasers of the notes an option to purchase up to an additional $19.5 million aggregate principal amount of notes on the same terms and conditions. The offering is expected to close on March 10, 2014, subject to customary closing conditions.

Interest will be payable on the notes semi-annually at a rate of 3.0% percent per annum on March 15 and September 15 of each year, commencing September 15, 2014. Prior to September 15, 2018, the notes will be convertible solely into cash under certain conditions and during certain periods based on the value of the Company’s Class A common stock. On or after September 15, 2018, the notes will be convertible solely into cash without regard to such conditions. The conversion rate for the notes will initially be 187.6173 shares of Cowen’s Class A common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.33 per share of Cowen’s Class A common stock. The initial conversion price of the notes represents a premium of approximately 30% to the $4.10 per share last reported sale price of Cowen’s Class A common stock on March 4, 2014. The notes will mature on March 15, 2019, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. The notes will not be convertible into Cowen’s Class A common stock or any other security under any circumstances. The Company will not have the right to redeem the notes prior to maturity. When issued, the notes will be unsecured obligations of Cowen.

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