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Name | Symbol | Market | Type |
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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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Delaware
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001-34516
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27-0423711
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Class A Common Stock, par value $0.01 per share
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COWN
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The Nasdaq Global Market
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7.75% Senior Notes Due 2033
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COWNL
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The Nasdaq Global Market
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each outstanding restricted stock unit award (“Company RSU”) (other than a Director RSU
(as defined in the Merger Agreement)) that was or became vested at the Effective Time in accordance with its terms was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding
taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, and (ii) the Merger Consideration;
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each outstanding Company RSU that was not and did not become vested at the Effective Time in accordance with its terms was assumed by Parent, subject to the same
terms and conditions applicable to such Company RSU immediately prior to the Effective Time, except that such Company RSU is in respect of a number of Parent Common Shares (as defined in the Merger Agreement) that is equal to (i) the number
of shares of Company Common Stock underlying such Company RSU immediately prior to the Effective Time, multiplied by (ii) a fraction, (A) the numerator of which was the Merger Consideration and (B) the denominator of which was the average
closing price, rounded to the nearest cent, per Parent Common Share on the New York Stock Exchange for the period of ten consecutive trading days immediately preceding (but not including) the Effective Time (the “Exchange Ratio”);
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each outstanding deferred cash award (“Company DCA”) that was or became vested at the
Effective Time in accordance with its terms was canceled and converted into the right to receive an amount in cash equal to the amount of such Company DCA, plus any then-accrued and unpaid interest calculated in accordance with the terms of
the applicable award agreement, less applicable taxes required to be withheld with respect to such payment;
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each outstanding Company DCA that was not and did not become vested at the Effective Time in accordance with its terms was assumed by Parent, subject to the same
terms and conditions applicable to such Company DCA;
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each outstanding performance stock unit award (“Company PSU”) for which the applicable
performance period was complete but had not yet been settled as of immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes)
equal to the product of (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time, based on actual achievement of applicable performance goals as reasonably determined by the
compensation committee of the Company Board, and (ii) the Merger Consideration;
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each outstanding Company PSU for which the applicable performance period was not complete as of immediately prior to the Effective Time was assumed by Parent, based
on target level of performance (other than any Company PSU for which the applicable performance period ended on or before December 31, 2022, in which case, such assumption was based on actual achievement of applicable performance goals prior
to the Effective Time as reasonably determined by the compensation committee of the Company Board) and otherwise subject to the same terms and conditions applicable to such Company PSU, except that such assumed Company PSU is (i) no longer
subject to performance conditions following the Effective Time and (ii) in respect of a number of Parent common shares that is equal to (A) the number of shares of Company Common Stock underlying such Company PSU, multiplied by (B) Exchange
Ratio;
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each outstanding Director RSU (whether vested or unvested) as of immediately prior to the Effective Time was canceled and converted into the right to receive an
amount in cash (without interest) equal to the product of (i) the number of shares of Company Common Stock subject to such Director RSU immediately prior to Effective Time, and (ii) the Merger Consideration; and
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any dividend equivalent rights
associated with any Company RSU, Company PSU or Director RSU that was credited in the form of (i) additional Company RSUs, Company PSUs or Director RSUs, as applicable, was treated in the same manner as the award to which such
dividend equivalent right related and (ii) cash will be paid at the same time or times the award to which the dividend equivalent rights relate is paid or settled.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 2.04. |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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Item 3.03. |
Material Modification to Rights of Security Holders.
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Item 5.01. |
Changes in Control of Registrant.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01 |
Other Events
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
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Description
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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*
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Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit
upon request by the SEC.
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COWEN INC. |
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Date: March 1, 2023
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By: | /s/ Owen S. Littman | ||
Name: |
Owen S. Littman | |||
Title: |
General Counsel | |||
1 Year Cowen (PK) Chart |
1 Month Cowen (PK) Chart |
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