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Name | Symbol | Market | Type |
---|---|---|---|
Cowen Group Inc (PK) | USOTC:CWGRP | OTCMarkets | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1,509.94 | 990.00 | 0.00 | 01:00:00 |
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
|
Definitive Proxy Statement
|
☒
|
Definitive Additional Materials
|
☐
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Soliciting Material Under Rule 14a-12
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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$mm
|
Low Case
|
Period(1)
|
2022E
excl.
1QA
|
2022E
|
2023E
|
2024E
|
2025E
|
2026E | ||||||
Gross Revenue
|
$1,047
|
$1,378
|
$1,403
|
$1,424
|
$1,467
|
$1,515
|
||||||
Less: Interest Expense
|
$(36)
|
$(27)
|
$(40)
|
$(40)
|
$(40)
|
$(40)
|
||||||
Less: Non-Interest Expense
|
$(948)
|
$(1,237)
|
$(1,224)
|
$(1,252)
|
$(1,290)
|
$(1,333)
|
||||||
Less: Tax
|
$(17)
|
$(31)
|
$(37)
|
$(36)
|
$(37)
|
$(39)
|
||||||
Less: Preferred Dividend
|
$(5)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
||||||
Unlevered Free Cash Flow(2)
|
$382
|
N/A
|
$149
|
$200
|
$144
|
$165
|
||||||
Add: Depreciation
|
$6
|
$9
|
$8
|
$8
|
$8
|
$8
|
||||||
Add: Amortization
|
$9
|
$12
|
$12
|
$12
|
$12
|
$12
|
||||||
Total: Economic Operating Income(2)
|
N/A
|
$96
|
$114
|
$109
|
$113
|
$117
|
||||||
Economic Operating Income per Share(3)
|
N/A
|
$3.03
|
$3.57
|
$3.51
|
$3.62
|
$3.75
|
||||||
Unlevered Free Cash Flow(4)
|
$382
|
N/A
|
$149
|
$200
|
$144
|
$165
|
$mm
|
Base Case
|
Period(1)
|
2022E
excl.
1QA
|
2022E
|
2023E
|
2024E
|
2025E
|
2026E | ||||||
Gross Revenue
|
$1,220
|
$1,550
|
$1,868
|
$1,855
|
$1,945
|
$2,073
|
||||||
Less: Interest Expense
|
$(37)
|
$(27)
|
$(40)
|
$(40)
|
$(40)
|
$(40)
|
||||||
Less: Non-Interest Expense
|
$(1,016)
|
$(1,305)
|
$(1,489)
|
$(1,495)
|
$(1,559)
|
$(1,646)
|
||||||
Less: Tax
|
$(45)
|
$(59)
|
$(91)
|
$(86)
|
$(93)
|
$(104)
|
||||||
Less: Preferred Dividend
|
$(5)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
||||||
Unlevered Free Cash Flow(2)
|
$477
|
N/A
|
$350
|
$305
|
$281
|
$333
|
||||||
Add: Depreciation
|
$6
|
$9
|
$8
|
$8
|
$8
|
$8
|
||||||
Add: Amortization
|
$9
|
$12
|
$12
|
$12
|
$12
|
$12
|
||||||
Total: Economic Operating Income(2)
|
N/A
|
$172
|
$260
|
$246
|
$264
|
$294
|
||||||
Economic Operating Income per Share(3)
|
N/A
|
$5.43
|
$8.17
|
$7.88
|
$8.45
|
$9.41
|
||||||
Unlevered Free Cash Flow(4)
|
$477
|
N/A
|
$350
|
$305
|
$281
|
$333
|
$mm
|
|
High Case |
Period(1)
|
2022E
excl.
1QA
|
2022E
|
2023E
|
2024E
|
2025E
|
2026E | ||||||
Gross Revenue
|
$1,354
|
$1,684
|
$2,056
|
$2,216
|
$2,404
|
$2,669
|
||||||
Less: Interest Expense
|
$(37)
|
$(27)
|
$(40)
|
$(40)
|
$(40)
|
$(40)
|
||||||
Less: Non-Interest Expense
|
$(1,088)
|
$(1,377)
|
$(1,611)
|
$(1,720)
|
$(1,844)
|
$(2,012)
|
||||||
Less: Tax
|
$(61)
|
$(76)
|
$(109)
|
$(123)
|
$(140)
|
$(166)
|
||||||
Less: Preferred Dividend
|
$(5)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
$(7)
|
||||||
Unlevered Free Cash Flow(2)
|
$533
|
N/A
|
$395
|
$432
|
$406
|
$496
|
||||||
Add: Depreciation
|
$6
|
$9
|
$8
|
$8
|
$8
|
$8
|
||||||
Add: Amortization
|
$9
|
$12
|
$12
|
$12
|
$12
|
$12
|
||||||
Total: Economic Operating Income(2)
|
N/A
|
$218
|
$307
|
$345
|
$392
|
$462
|
||||||
Economic Operating Income per Share(3)
|
N/A
|
$6.85
|
$9.66
|
$11.03
|
$12.52
|
$14.77
|
||||||
Unlevered Free Cash Flow(4)
|
$533
|
N/A
|
$395
|
$432
|
$406
|
$496
|
(1)
|
“2022E excl. 1QA” represents the nine-month period beginning on April 1, 2022 and ending on December 31, 2022 and “2022E”, “2023E”, “2024E”, “2025E” and “2026E” represent the fiscal years ending December 31, 2022, 2023, 2024, 2025 and
2026, respectively. Unlevered Free Cash Flow for 2022E excl. 1QA excludes Unlevered Free Cash Flow for the three-month period beginning on January 1, 2023 and ending on March 31, 2022, which three-month period includes all bonus payments in
respect of the fiscal year ending December 31, 2021.
|
(2)
|
“Unlevered Free Cash Flow” is defined as pre-interest expense and post-tax economic operating income to Cowen less capital expenditures, less acquisition & earnout payments, less
investments, plus after-tax proceeds from sales of investments, plus income from after-tax swap realization, plus after-tax stock-based compensation expense (for awards granted prior to March 31,2022), less increases in net working
capital.
|
(3)(2)
|
“Economic Operating Income” is defined as a post-tax measure which (i) excludes the impact of depreciation & amortization expense; (ii) includes management reclassifications which the Company believes provide additional insight on
the performance of the Company’s core businesses and divisions; (iii) eliminates the impact of consolidation for consolidated funds; (iv) excludes goodwill and intangible impairment; (v) excludes certain other transaction-related
adjustments and/or reorganization expenses; and (vi) excludes certain costs associated with debt.
|
(4)(3)
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“Economic Operating Income per Share” is defined as economic operating income divided by weighted average diluted shares outstanding of 31.8 million for the
fiscal years ending December 31, 2022 and 2023 and 31.2 million for the fiscal years ending December 31, 2024, 2025 and 2026.
|
(4)
|
“Unlevered Free Cash Flow” is defined as pre-interest expense and post-tax economic operating income to Cowen less capital expenditures, less acquisition & earnout
payments, less investments, plus after-tax proceeds from sales of investments, plus income from after-tax swap realization, plus after-tax stock-based compensation expense (for awards granted prior to March 31,2022), less increases in net
working capital.
|
Announced / Closed
|
Acquiror
|
Target
|
Transaction Value
|
FY1 P/E
|
P/BV
|
|||||
November 5, 2012 / February 12, 2013
|
Stifel Financial Corp.
|
KBW, Inc.
|
$0.6bn
|
11.1x
|
1.4x
|
|||||
November 12, 2012 / March 1, 2013
|
Leucadia National Corporation
|
Jefferies Group, Inc.
|
$3.8bn
|
14.3x
|
1.0x
|
|||||
July 9, 2019 / January 3, 2020
|
Piper Jaffray Companies
|
Sandler O’Neil + Partners, L.P.
|
$0.5bn
|
N/A
|
N/A
|
|||||
September 8, 2021 / November 5, 2021
|
Citizens Financial Group, Inc.
|
JMP Group LLC
|
$0.1bn
|
9.0x
|
2.1x
|
● |
the parties’ ability to consummate the proposed transaction in within the expected time-frame or at all;
|
● |
the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of Company’s stockholders with respect to the proposed transaction and the receipt of regulatory
clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
|
● |
the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction within the expected time-frames or at all;
|
● |
the possibility that competing offers or acquisition proposals for Company will be made;
|
● |
the occurrence of any event that could give rise to the termination of the proposed transaction, including in circumstances which would require Company to pay a termination fee;
|
● |
the effect of the announcement or pendency of the proposed transaction on Company’s ability to retain and hire key personnel and its ability to maintain relationships with its customers, clients, vendors and others with whom it does
business;
|
● |
risks related to diverting management’s attention from Company’s ongoing business operations; and
|
● |
the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and may delay the proposed transaction.
|
1 Year Cowen (PK) Chart |
1 Month Cowen (PK) Chart |
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