TD Securities Inc. entered into a definitive agreement to acquire Cowen Inc. (NasdaqGS:COWN) from a group of shareholders for $1.3 billion on August 1, 2022. The consideration includes $39 for each Class A common share of Cowen. To provide the capital required for the transaction, TD has sold 28.4 million non-voting common shares of The Charles Schwab Corporation for proceeds of approximately $1.9 billion. In certain customary circumstances, (including (i) if The Toronto-Dominion Bank terminates the Merger Agreement because of a Recommendation Change; or (ii) if Cowen terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal), Cowen will be required to pay The Toronto-Dominion Bank a termination fee equal to $42.25 million, which constitutes approximately 2.8% of the company's equity value in the merger.

The transaction is subject to various conditions, including: (i) adoption of the merger agreement and approval of the transactions contemplated thereby by a majority of the voting power of the outstanding shares of Cowen common stock; (ii) the receipt of the requisite regulatory approvals, which include expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act of 1976, approval of the Superintendent of Financial Institutions, approval of the Financial Industry Regulatory Authority and approvals from certain other U.S., Canadian and foreign regulatory authorities and (iii) the absence of any legal restraint or legal prohibition preventing or prohibiting the consummation of the merger. The transaction, which has been unanimously approved by the boards of directors of TD and Cowen. The special meeting of stockholders of Cowen is scheduled for November 15, 2022. Cowen stockholders approved the acquisition on November 15, 2022. As of February 24, 2023, TD Bank Group and Cowen Inc. have received all regulatory approvals required under their merger agreement. The transaction is expected to close in the first calendar quarter of 2023. As of February 24, 2023, the transaction is expected to close on March 1, 2023. The transaction is expected to be modestly accretive to TD's 2023E adjusted EPS on a fully-synergized basis 3 and generate approximately 14% adjusted return on invested capital on a fully-synergized run rate basis.

Perella Weinberg Partners LP and TD Securities Inc. acted as financial advisors, and Lee Meyerson, Ravi Purushotham, Erica Egenes, Ben Bodurian and Tiye Traore, Jeannine McSweeney, Joo Hyun Lee and Meredith Brenton, Lesley Peng, Will Golden, Evan Hunt, Charlotte Bowe, David Blass, Christopher Healey, Benjamin Ruano, Owen Lysak, Joshua Price, David Yun, David Greene, Ryan Williams, Anita Yuen Brown, Jessica Patrick, Spencer Sloan, James Fine, Benjamin Rippeon, William Smolinski, Lori Lesser, Kate Mirino, Mark Natividad, Steven DeLott, Peter Guryan, Richard Jamgochian and Max Fischer-Zernin of Simpson Thacher & Bartlett LLP and Powys Lybbe Karrin, Leah Frank, Blair Keefe, Eli Monas and Omar Wakil of Torys LLP served as legal advisors to TD. Perkins Advisors LLC served as financial advisors, and Mark I. Greene, Aaron M. Gruber, Andrew M. Wark, David L. Portilla, Will C. Giles, J. Leonard Teti II, Andrew Carlon, Daniel K. Zach, Benjamin G. Joseloff, Lindsay J. Timlin, Nicole M. Peles, Eric W. Hilfers, Aaron S. Cha, Sasha Rosenthal-Larrea, Matthew Morreale and Brian M. Budnick of Cravath, Swaine & Moore LLP served as legal advisor to Cowen. TD Securities acted as financial advisor to the Toronto-Dominion Bank. Ardea Partners LP acted as financial advisor and provided fairness opinion to the board of Cowen Inc. Alliance Advisors, LLC acted as the information agent to Cowen for a fee of $0.02 million for its services. Computershare is the transfer agent for shares of Cowen. Ardea will receive financial advisory fees from Cowen of approximately $22.9 million, $2 million of which became payable upon the announcement of the merger and the remainder of which is payable contingent upon the completion of the transactions contemplated by the merger agreement. Cleary Gottlieb is representing Ardea Partners LLC as financial advisor to Cowen Inc.