Cowen Inc. Underwriting AgreementUnderwriting Agreement • December 8th, 2017 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
Cowen Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $120,000,000 aggregate principal amount of its 7.35% Senior Notes due 2027 (the “Firm Notes”), to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives (the “Representatives” or “you”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to $18,000,000 aggregate principal amount of 7.35% Senior Notes due 2027, solely to cover any over-allotments (the “Option Notes” and, together with the Firm Notes, the “Notes”). The Notes will be issued pursuant to an indenture, dated as of October 10, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the second supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Inden
SECOND SUPPLEMENTAL INDENTURE by and between COWEN INC. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee 7.35% Senior Notes due 2027 Dated as of December 8, 2017 Supplement to Indenture dated as of October 10, 2014Second Supplemental Indenture • December 8th, 2017 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 8, 2017, between COWEN INC. (f/k/a Cowen Group, Inc.), a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
