COWEN TO ACQUIRE QUARTON INTERNATIONAL. NOVEMBER 20, 2018 Jeffrey M. Solomon, CEO Stephen A. Lasota, CFO

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1 COWEN TO ACQUIRE QUARTON INTERNATIONAL NOVEMBER 20, 2018 Jeffrey M. Solomon, CEO Stephen A. Lasota, CFO

2 Cautionary Notice Regarding Forward-looking Statements This presentation contains forward-looking statements. Forward-looking statements provide the Company's current expectations or forecasts of future events. Forward-looking statements include statements about the Company's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company's actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the section entitled Risk Factors in the Company s Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission. The Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are available at our website at and at the Securities and Exchange Commission website at 1

3 Transaction Overview QUARTON DESCRIPTION POSITIVE FINANCIAL IMPACT TRANSACTION STRUCTURE CONSIDERATION Middle-market advisory boutique established in 2015 through the merger of Quarton Partners (founded 2010) and Blue Corporate Finance (founded 2001) Significant track record in Industrials, TMT, Business Services, and Healthcare sectors Expected 2018 revenue of ~$45MM Sell-side M&A represents ~80% of revenues Serving the US and Europe through 10 office locations Employees: 70 (including 8 shareholding partners) ~33% of transactions are cross border. Completed transactions in 30 countries Active coverage of ~300 Private Equity firms Shared client-centric cultural approach and values Quarton expected initial annual revenue contribution: $45-50MM Provides for a 60%+ increase in Cowen advisory revenues Quarton expected initial Economic Operating Income contribution: $15-20MM Meaningful anticipated near-term contribution to Cowen s Economic Operating Income margin (~150 bps) and Return on Common Equity (~ bps) Cowen to acquire 100% of issued and outstanding equity of Quarton Expected to close by January 2, 2019 Upfront Consideration: $75MM subject to certain adjustments at closing Contingent Consideration: Up to $40MM paid out over four years based on Quarton reaching certain revenue targets Retention bonus pool to be established for Quarton employees All consideration, including employee retention bonus pool, is comprised of 80% cash and 20% of Cowen Class A common stock 2

4 Furthering Cowen s Key Objectives Aimed at driving sustainable ROE over the long term OBJECTIVES Scale businesses that will drive margin Focus on opportunities with strong domain expertise ( Cowen DNA ) QUARTON ACQUISITION Significantly expands higher margin M&A advisory volume Meaningful global connectivity with sponsors, family offices, and strategic acquirers Focus in industries where Cowen has a strong research presence OUTCOME FOR SHAREHOLDER RETURNS INCREASED EARNINGS POWER Improve revenue diversification Focus on Industrials, TMT, and Healthcare leverages Cowen strengths Significant European revenues additive to Cowen s mostly US focus GREATER OPERATING CONSISTENCY Harmonize balance sheet activities with our operating businesses Advisory revenues decrease exposure to capital markets revenue volatility Advisory businesses have few fixed costs and require limited capital Earn-out only paid if revenue milestones are achieved by Quarton LOWER VOLATILITY 3

5 Cowen Has Successfully Transformed Through Acquisition REVENUE ECONOMIC INCOME $900.0 Revenue Economic Income September 2018 YTD $885.1 $ $(17.6) $288.6 $6.5 $344.5 $497.6 $44.2 $529.7 $34.5 $467.6 $(28.7) $666.2 $702.1 (1) $68.5 (1) $15.8 $59.0 (1) Reflects YTD Revenue and Economic Income through September 30, Difference in YTD and LTM Economic Income is $9.4MM loss in the fourth quarter of LTM (50.0) (100.0) 2019 Acquires Algorithmic Trading, a broker-neutral electronic trading platform Acquires Concept Capital & Conifer Securities, marking entrance into prime brokerage Acquires Convergex, establishing a leading independent, nonconflicted trading platform in equities Acquires Dahlman Rose, providing additional sector expertise across banking, markets and research Acquires CRT s credit products, credit research, special situations and emerging markets businesses Washington Research Group s macro commentary team joins Cowen Proposed acquisition of Quarton International, significantly expanding M&A advisory practice and global footprint 4

6 Benefits of a Cowen / Quarton Combination 42 senior bankers 24 senior bankers BANKING OVERVIEW 138 total bankers Sectors: Healthcare, TMT, Consumer, Industrials, Energy, Information Services Offices: New York, San Francisco, Chicago, Houston BANKING OVERVIEW 61 total bankers Sectors: Industrials, TMT, Business Services, Healthcare Offices: Detroit, Leipzig, Indianapolis, Minneapolis, Munich, Frankfurt, Berlin, Graz, Zurich, London SELECT INVESTMENT BANKING STATISTICS LTM Economic Income Investment Banking Revenue: $317.0MM 79% Capital Markets (LTM) 21% Advisory (LTM) ~150 LTM transactions SELECT STATISTICS Unaudited LTM Revenue: $45.9MM 12% Capital Markets (LTM) 88% Advisory (LTM) ~50 LTM transactions COMBINED BANKING OVERVIEW 66 senior bankers 199 total bankers Sectors: Healthcare, TMT, Consumer, Industrials, Business Services, Energy, Information Services Offices: New York, San Francisco, Chicago, Houston, Detroit, Leipzig, Indianapolis, Minneapolis, Munich, Frankfurt, Berlin, Graz, Zurich, London COMBINED SELECT INVESTMENT BANKING STATISTICS (LTM SEPTEMBER 2018) Unaudited LTM Economic Income Investment Banking Revenue: $362.9MM 70% Capital Markets (LTM) 30% Advisory (LTM) ~200 LTM transactions 5

7 Quarton Further Diversifies Investment Banking Revenues and Adds Scale INVESTMENT BANKING REVENUE BY PRODUCT INVESTMENT BANKING REVENUE BY INDUSTRY (US$ in thousands) (US$ in thousands) $400,000 $400,000 $350,000 $350, , , ,000 70% 250,000 62% 200,000 79% 200,000 68% 150, ,000 50,000 0 (1) Unaudited. 150,000 73% 81% 80% 89% 100,000 80% 30% 50,000 21% 11% 20% 19% LTM LTM Pro M&A Capital Markets Forma 69% 38% 32% 20% 31% 27% LTM LTM Pro Non-Healthcare Healthcare Forma (1) (1) 6

8 Quarton Overview 10 offices across US and Europe 8 shareholding partners and 65+ professionals Completed transactions in 30 different countries Transaction experience spans multiple industries, sales channels and end markets M&A transactions (buy-side and sell-side) Capital raising transactions (equity and debt) Focus on high-quality middle market transactions TRANSACTION TYPE (1) CLIENT TYPE (1) CLIENT INDUSTRY (1) 9% 3% 10% 10% Sell-side Buy-side Capital Markets Advisory 39% Private / Family-owned Sponsor Public 58% 13% 10% Industrials TMT Healthcare Business Services Other 49% 81% 18% (1) By revenue since

9 Quarton History of Outperformance Quarton International results from 2015 merger of two leading middle-market financial advisory companies: Founded in 2010 Office in Detroit, Michigan (1) Founded in 2001 Offices in Switzerland, the UK, Austria, and Germany (3) (1) Prior to the 2015 merger, both companies had significant history in providing outstanding advisory and capital raising services to clients in their respective regions Primary focus of US business on Industrials and Business Services / Primary focus of Europe business on TMT and Healthcare Merger allowed the combined Quarton International to offer more diverse capabilities with access to investors and buyers on a global scale Continued growth after the merger on both continents (1) Offices at the time of merger. 8

10 Quarton Connectivity with Strategic Buyers on a Global Scale One-third of transactions cross-border Note: Only includes strategic buyers in which Quarton International has sold businesses to. Does not include Quarton clients. 9

11 Quarton Deep Relationships and Strong Track Record with Middle-Market Private Equity SELECTED PRIVATE EQUITY INVESTORS ON RECENT QUARTON TRANSACTIONS has been acquired by has been acquired by has been acquired by has been acquired by has received funding by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has received funding by has received funding by has been acquired by has been acquired by has been acquired by has been acquired by has received funding by has been acquired by a portfolio company of 10

12 Selected Financial Highlights (US $ in Thousands) LTM as of September 30, 2018 Quarton Cowen Consolidated (1) Increase Total Total Total Gross Revenue $ 45,866 $ 885,078 $ 930,944 Interest Expense - (21,935) (21,935) Net Revenue 45, , ,008 Compensation 24, , ,479 Non-Compensation 3, , ,470 Total Expense 28, , ,950 Economic Operating Income $ 17,256 $ 70,803 $ 88, % % Eco Operating Income Margin (2) 38% 8% 10% 148 bps Advisory Revenue $ 40,504 $ 66,997 $ 107, % Return on Common Equity: Anticipated near term contribution of ~ bps (1) Unaudited summary pro forma information. (2) Economic Operating Income, represents Economic Income before depreciation and amortization. 11

13 Shareholder Value Creation ACCRETIVE ACQUISITION WITH ANTICIPATED POSITIVE FINANCIAL IMPACT Meaningful contribution to Economic Operating Income and ROE SCALING HIGHER-MARGIN ADVISORY BUSINESS Quarton s significant sell-side M&A franchise is expected to meaningfully increase Cowen s advisory transaction volume GEOGRAPHIC AND SECTOR DIVERSIFICATION Acquisition increases cross-border transaction capabilities and strengthens key verticals beyond Healthcare, including Industrials, Business Services, and TMT EXPANSION OF US MIDDLE- MARKET SPONSOR REACH Acquisition significantly adds to Cowen s growing middle market focus SHARED CLIENT-CENTRIC AND ENTREPRENEURIAL CULTURE Similar approach to business and clients helps to ensure little cultural disruption and a collective desire to help clients outperform RETENTION OF KEY INDIVIDUALS ENABLES CONTINUED SUCCESS Key individuals have been retained and earn-out is based on long-term revenue performance of the business 12

14 Q&A