高宏集团美股招股说明书(2014-10-01版)

424B5 1 a2221507z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-19753The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor are we soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to Completion, dated October 1, 2014PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated August 6, 2014) $ Cowen Group, Inc. % Senior Notes due 2021 We are offering $ aggregate principal amount of % senior notes due 2021 (the "Notes"). Interest on the Notes will accrue from , 2014 at a rate of % per year and will be payable quarterly on , , and of each year, beginning on . We may redeem the Notes in whole or in part at any time and from time to time before maturity at the redemption prices described under "Description of Notes—Optional Redemption." The Notes will be issued in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof. The Notes will be our senior unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured obligations. We intend to apply to list the Notes on the Nasdaq Global Market. If the application is approved, we expect trading in the Notes on the Nasdaq Global Market to begin within 30 days after the original issue date. The Notes are expected to trade "flat," meaning that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not included in the trading price. Investing in the Notes involves risks. See "Risk Factors" beginning on page S-13 of this prospectus supplement and the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as it may be updated by our Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014, which are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Note Total(2)Public Offering Price(1) % $ Underwriting Discount(3) % $ Proceeds to Company (before expenses) % $ (1)The public offering price does not include accrued interest, if any. See "Description of Notes—Trading Characteristics." (2)Assumes no exercise of the underwriters' over-allotment option described below. (3)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting (Conflicts of Interest)." We have granted the underwriters an option to purchase up to an additional $ aggregate principal amount of Notes within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company on or about , 2014. Joint Book-Running ManagersSterne Agee Janney Montgomery Scott Cowen and CompanyCo-ManagersWunderlich Securities Incapital JMP Securities Ladenburg Thalmann The date of this Prospectus Supplement is , 2014. Table of Contents You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus we file with the Securities and Exchange Commission (the "SEC"). We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-1 INCORPORATION BY REFERENCE S-2 ALTERNATIVE SETTLEMENT DATE S-3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS S-3 SUMMARY S-4 RISK FACTORS S-13 USE OF PROCEEDS S-19 RATIO