Item 1.01. Entry into a Material Definitive Agreement.

Overview

On August 1, 2022, Cowen Inc., a Delaware corporation ("Company"), The Toronto-Dominion Bank, a Canadian chartered bank ("Parent"), and Crimson Holdings Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Company (the "Merger"), with Company surviving the merger (sometimes hereinafter referred to as the "Surviving Corporation") as a wholly-owned subsidiary of Parent.

The Merger Agreement was approved by Company's Board of Directors (the "Company Board"). The Company Board resolved to recommend the adoption of the Merger Agreement and approval of the transactions contemplated thereby by Company's stockholders, who will be asked to vote on the adoption of the Merger Agreement and approval of the transactions contemplated thereby at a special stockholders meeting.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common stock, par value $0.01 per share, of Company ("Class A Company Common Stock") issued and outstanding immediately prior to the Effective Time and each share of Class B Common Stock, par value $0.01 per share, of Company ( "Class B Company Common Stock" and, together with Class A Company Common Stock, "Company Common Stock") issued and outstanding immediately prior to the Effective Time (in each case except for (i) shares of Company Common Stock owned by Company or Parent (in each case, other than shares of Company Common Stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted) and (ii) any shares of Company Common Stock with respect to which dissenters' rights have been exercised) will be automatically canceled and converted into the right to receive $39.00 in cash, without interest (the "Merger Consideration").

At the Effective Time, each share of Company's 5.625% Series A Cumulative Perpetual Convertible Preferred Stock ("Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding as Series A Preferred Stock of the Surviving Corporation (with no changes being made to the certificate of designation) and accordingly the holders thereof will be entitled to receive $39.00 per share on an as converted basis in accordance with the certificate of designation.

Treatment of Compensation Awards

Pursuant to the Merger Agreement, at the Effective Time, except as otherwise agreed in writing between Parent and any individual holder, all outstanding awards granted under the Company's 2010 Equity and Incentive Plan and 2020 Equity Incentive Plan, each as amended from time to time, will be treated as follows:



?  each outstanding restricted stock unit award ("Company RSU") (other than a
   Director RSU (as defined in the Merger Agreement)) that is or will become
   vested at the Effective Time in accordance with its terms will be 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 IS NOT AND WILL NOT BECOME VESTED AT the
   Effective Time in accordance with its terms will be 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 shall
   be 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 is the Merger
   Consideration and (B) the denominator of which is 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");
?  each outstanding deferred cash award ("Company DCA") that is or will become
   vested at the Effective Time in accordance with its terms will be 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;
?  each outstanding Company DCA THAT IS NOT AND WILL NOT BECOME VESTED AT the
   Effective Time in accordance with its terms will be assumed by Parent,
   subject to the same terms and conditions applicable to such Company DCA;
?  each outstanding performance stock unit award ("Company PSU") for which the
   applicable performance period is complete but has not yet been settled as of
   immediately prior to the Effective Time will be 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;
?  each outstanding Company PSU for which the applicable performance period is
   not complete as of immediately prior to the Effective Time will be assumed by
   Parent, based on target level of performance (other than any Company PSU
   which applicable performance period ends on or before December 31, 2022, in
   which case, such assumption will be based 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 shall (i) no longer be subject to performance conditions
   following the Effective Time and (ii) be 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, multiplied by (B) Exchange Ratio; and
?  each outstanding Director RSU (whether vested or unvested) immediately prior
   to the Effective Time will be 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, and
   (ii) the Merger Consideration.

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Representations, Warranties and Covenants

Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (i) to use reasonable best efforts to conduct its business in the ordinary course in all material respects and to maintain and preserve substantially intact its business organization, employees and advantageous business relationships that are material to Company during the interim period between the execution of the Merger Agreement and the consummation of the Merger, (ii) not to engage in specified types of transactions or take specified actions during this period unless agreed to in writing by Parent and (iii) subject to certain exceptions, not to withhold, withdraw, modify or qualify in a manner adverse to Parent the recommendation of the Board of Directors of Company that Company's stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby.

Under the Merger Agreement, each of Company and Parent has agreed to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing to be satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement.

Parent is not required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the Requisite Regulatory Approvals (as defined in the Merger Agreement) that, individually or in the aggregate, would have or would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of Company or (ii) the business, results of operations or financial condition of Parent (with Parent deemed to be the same size as Company for this purpose) (a "Materially Burdensome Regulatory Condition").

No-Shop; Change of Recommendation

Under the Merger Agreement, Company is subject to a customary "no-shop" provision that restricts Company and its representatives from soliciting Acquisition Proposals (as defined in the Merger Agreement) from third parties or providing information to or engaging or participating in any discussions or negotiations with third parties regarding Acquisition Proposals. However, prior . . .




Item 8.01. Other Events.

On August 2, 2022, Company and Parent issued a joint press release announcing the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-looking Statements

This communication contains certain forward-looking statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions.

These forward-looking statements represent only Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond Company's control) and are predictions only, based on Company's current expectations and projections about future events. There are important factors that could cause Company's actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, among others:



?  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;

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? 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.

In particular, you should consider the risks outlined under Item 1A - "Risk Factors" in Company's Annual Report on Form 10-K for the year ended December 31, 2021 and Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and subsequent reports Company has filed with the SEC. Although Company believes the expectations reflected in the forward-looking statements are reasonable, Company cannot guarantee future results, level of activity, performance or achievements. Moreover, none of Company or any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date on which they are made, and Company undertakes no obligation to update any of these forward-looking statements after the date they are made except to the extent required by applicable law. Further disclosures that Company makes on related subjects in additional filings with the SEC should be consulted.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between Cowen Inc. ("Company") and The Toronto-Dominion Bank ("TD"). In connection with the proposed transaction, Company intends to file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement") in preliminary and definitive form, and Company will mail the definitive Proxy Statement to its stockholders and file other documents regarding the proposed transaction with the SEC. HOLDERS OF COMMON STOCK OF COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by Company with the SEC may be obtained free of charge at the SEC's web site (http://www.sec.gov), through Company's Investor Relations page (http://www.cowen.com/investor-relations), or by writing to Cowen Inc., Attn: Owen Littman, at 599 Lexington Avenue, New York, NY, 10022 or at Owen.Littman@cowen.com.

Participants in Solicitation

Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of shares of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of Company is set forth in the proxy statement for Company's 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 27, 2022. To the extent holdings of Company's securities by its directors or executive officers have changed since the amounts set forth in such 2022 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC.

Additional information concerning the interests of Company's participants in the solicitation will be set forth in the Proxy Statement (when available). Investors may obtain additional information regarding the interests of such participants by reading the Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



   2.1     Agreement and Plan of Merger, dated as of August 1, 2022, by and among
         Cowen Inc., The Toronto-Dominion Bank and Crimson Holdings Acquisition
         Co.*



   3.1     Amendment to the Second Amended and Restated By-laws of Cowen Inc.



   99.1     Joint Press Release, dated August 2, 2022, issued by Company and
          Parent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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