Cowen to Acquire Businesses from CRT Capital

Businesses to be Acquired Represent a Leading Agency Franchise in Distressed Debt, Special Situation Equities and Emerging Markets

To be Branded Cowen Credit Research and Trading

CRT to Use Proceeds to Further Invest in Equities, Banking and Rates Businesses

NEW YORK–(BUSINESS WIRE)–Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) and CRT Capital Group LLC (“CRT”) today announced the signing of a definitive agreement pursuant to which Cowen and Company will acquire CRT’s credit products, credit research, special situations and emerging markets units. This transaction positions the acquired business, which will be named Cowen Credit Research and Trading, as a leader in distressed debt, special situations and emerging markets. CRT will use the proceeds from the transaction to invest further in its Equities, Banking and Rates businesses.

“This transaction is beneficial to both firms”

CRT’s Credit Products unit encompasses the sales and trading of distressed convertibles, high yield securities, distressed debt, private placements and trade claims. The Credit Research unit is focused on distressed and special situations coverage and cross-capital structure. The Special Situations group includes the sales and trading of event driven, post-reorganization equities, spins and other special situations. The Emerging Markets unit includes the sales and trading of emerging market credit, non-US corporate debt and local currency debt.

“CRT, formerly Credit Research and Trading, has a long and illustrious reputation for building a market leading agency franchise in distressed debt and special situations over the last 20 years in a way that is not capital intensive,” said Peter A. Cohen, Chairman and Chief Executive Officer of Cowen. “Delivering value added capabilities to clients who seek to outperform is at the core of what we do. The businesses that we are acquiring from CRT have a longstanding reputation for doing the same thing by providing clients with idea-driven advice, differentiated research and outstanding execution.”

Jeffrey M. Solomon, President of Cowen, said, “We believe this is an opportune time to scale our existing capabilities into fixed income sales and trading given current market conditions. Cowen already has a solid footprint in debt capital markets and investment banking, and the addition of a fixed income agency distribution platform will enable us to provide real value for clients in the crossover, high yield and private debt finance markets. Moreover, the addition of CRT’s special situations group dovetails extremely well with our existing equities franchise and enables us to provide expanded product capabilities to clients in research, sales and trading.”

“This transaction is beneficial to both firms,” stated Ted Janulis, CRT’s Chief Executive Officer. “CRT will move forward with a focus on growing its Equities, Banking and Rates businesses while our Credit, Emerging Markets and Special Situations businesses will be a valuable addition to Cowen.”

With this transaction, CRT solidifies its strategic focus on its Equities, Investment Banking, and Rates businesses. In April 2015, CRT completed the acquisition of the institutional equities business of Sterne Agee, more than doubling the size of CRT’s equities business. “We are excited about the future of our Equities and Investment Banking franchise,” stated Bill Jump, CRT’s President and Head of Equities. “Over the past year we have hired a combined sixteen widely respected research analysts and senior bankers in our efforts to expand upon our core strength – providing differentiated value to institutional and corporate clients. Our market share growth has continued into 2016 and we expect to build off this success as we continue to invest in these businesses.”

CRT Capital

Transaction Details

CRT’s credit products, credit research, special situations and emerging markets units are a capital-lite agency model. As one of the few independent firms specializing in distressed and special situations, this acquisition aligns with Cowen’s disciplined approach to entering businesses that are highly relevant in the current market environment, complement the company’s current businesses and enhance overall margins. Financial terms of the transaction are undisclosed. The transaction for Cowen is expected to be mildly accretive to book value and slightly dilutive to tangible book value in the first year. Cowen and CRT expect to complete the transaction in the second quarter of 2016, subject to regulatory approval and other customary closing conditions.

Willkie Farr & Gallagher LLP acted as legal advisor to Cowen. Macquarie Capital served as financial advisor to CRT and Sidley Austin LLP acted as legal advisor to CRT.

Conference Call with Management

Management of Cowen will host a conference call to discuss the transaction on Tuesday, March 22, 2016, at 8:30 am EDT. The call can be accessed online via webcast at www.cowen.com or by dialing 1-(877) 542-4976 domestic or 1-(281) 973-6266 international. The passcode for the call is 76025446. A replay of the call will be available beginning at 11:30 am EDT March 22, 2016 through March 29, 2016. To listen to the replay of this call, please dial 1-(855) 859-2056 domestic or 1-(404) 537-3406 international and enter passcode 76025446.

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative asset management, investment banking, research, and sales and trading services through its two business segments: Ramius and its affiliates make up the Company’s alternative investment segment, while Cowen and Company and its affiliates make up the Company’s broker-dealer segment. Ramius provides alternative asset management solutions to a global client base and manages a significant portion of Cowen’s proprietary capital. Cowen and Company and its affiliates offer industry focused investment banking for growth-oriented companies, domain knowledge-driven research, a sales and trading platform for institutional investors and a comprehensive suite of prime brokerage services. Founded in 1918, the firm is headquartered in New York and has offices worldwide. For additional information, visit www.cowen.com.

About CRT Capital Group LLC

CRT, with over 25 years of experience as an institutionally focused broker-dealer, continues to build a premier organization that delivers value-added research, trading and banking services to its clients. CRT provides security brokerage and research services to over 1,500 institutional accounts with established counterparty relationships around the world. CRT, which was founded in 1989, has offices in Stamford, CT and New York, NY.

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