Status:  Withdrawn

Acquirer:  China Energy Company Limited (China)

Acquired:  Cowen Inc. (US)

Value:  Investment of approx. US$100 million

Industry:  Financial Services

UPDATE:  On November 24, 2017, Cowen Inc. and CEFC China Energy Company Limited announced that “they mutually agree to withdraw from the current filing with CFIUS and not to pursue the previously announced transaction associated with the filing due to delays and uncertainty in securing approval from CFIUS.”  (Cowen Group Press Release, Cowen and CEFC China Announce Mutual Agreement to Withdraw from Filing with CFIUS, Nov. 24, 2017; Cowen Inc. Form 8-K, Ex-99.1, Nov. 24, 2017, SEC Filing.)  The Cowen Chairman and CEO, Peter A. Cohen, stated that “given how challenging the CFIUS approval process has been, both [Cowen] and CEFC China believe that it is in our best interest to withdraw at this time.” (Id.)  On March 29, 2017, Cowen Inc. entered into an agreement, subject to CFIUS approval, “with Shanghai Huaxin Group (HongKong) Limited, a Hong Kong company and an affiliate of China Energy Company Limited” to sell 19.9% of its outstanding shares of Class A Common Stock to China Energy Company Limited.  (Cowen Inc. Form 8-K, Nov. 24, 2017, SEC Filing.)  Although the press release stated the parties will not “pursue the previously announced transaction associated with the filing,” the parties also entered into a modification agreement that removed CFIUS approval as a condition to closing and moved the outside date for the transaction to December 31, 2017.  (See Modification Agreement, Cowen Inc. Form 8-K, Ex-10.1, Nov. 24, 2017, SEC Filing.)

Posted October 30, 2017

Status: Investigation (2nd time)

On October 30, in its quarterly SEC filing, Cowen Inc. disclosed the status of its September 15, 2017 withdrawn and refiled Notice, submitted “to permit more time for review and discussion with CFIUS in connection with the proposed acquisition by [CEFC China Energy Company Limited] of a common stock interest representing approximately 19.9% of Cowen’s outstanding common shares …” (Cowen Inc. Form 10-Q, Oct. 30, 2017, SEC Filing.)  Concerning the status of the refiled Notice, “[t]he 30-day review period expired October 17, 2017 and the Company and CEFC are continuing to engage in discussions with CFIUS during the 45-day investigation period.” (Id.) Cowen further stated that, “[a]s a result of the refiling of the joint voluntary notice to CFIUS, the parties are now targeting a closing of the Equity Investment and Debt Financing by the end of the fourth quarter of 2017, subject to the receipt of the required regulatory approvals.” (Id.)

Posted on September 19, 2017

Status: Withdrawn and Re-filed

On September 15, 2017, Cowen and CEFC China Energy Company Limited “announced that they have withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”) to permit more time for review and discussion with CFIUS in connection with the proposed acquisition ….”  (Cowen Press Release, Cowen and CEFC China Provide Update on CFIUS Review, Sept. 15, 2017.)  “The acceptance of the refiling of a joint voluntary notice by CFIUS will trigger a new 30-day review period, which may be followed by an additional 45-day investigation period.”  (Id.)  Cowen and CEFC China stated that they “plan to continue to actively engage in further discussions with CFIUS during its review.”  (Id.)

Posted on August 9, 2017

Status: Pending

On August 3, 2017, Cowen Inc. issued a press release announcing its financial results for the quarter, which contained an Amendment to Cowen’s pending Stock Purchase Agreement with China Energy Company Limited.  (See Cowen Form 8-K, Ex-99.1, Aug. 3, 2017, SEC Filing.)  The announcement stated that the parties initially planned to close the stock acquisition “by the end of the third quarter of 2017, but given the timing of the CFIUS review process and the other closing conditions determined to extend the date after which either party is entitled to terminate the Stock Purchase Agreement from September 30, 2017 to December 31, 2017.”  (Id.)

Posted on March 31, 2017

Status: Upcoming/New Filing

On March 29, 2017, Cowen Group, Inc., a diversified financial services firm, and China Energy Company Limited (“CEFC China”), a private enterprise with energy and financial services as its core business (see Corporate Profile page of CEFC website), announced that they have executed a Stock Purchase Agreement and an Investor Rights Agreement “pursuant to which CEFC China, through an offshore entity under its control, would acquire, subject to receipt of governmental approvals and satisfaction of other customary closing conditions, a common stock interest representing approximately 19.9% of Cowen’s outstanding common shares as of closing for an aggregate purchase price of approximately $100 million.”  (Cowen Group Press Release, Cowen and CEFC China Announce Strategic Partnership, Mar. 29, 2017.)  A Committee on Foreign Investment in the United States (CFIUS) clearance is a condition of the Stock Purchase Agreement, which requires a draft notification filing with CFIUS “within 20 Business Days” of execution.  (Section 5.02, 6.01(c), Stock Purchase Agreement, Ex-10.1 to Form 8-K, Mar. 30, 2017, SEC Filing.)  CEFC China has stated publicly that “[t]he strategy of the Company [is] to expand international economic cooperation in the energy sector and establish a well-organized international investment bank and an investment group.” (Corporate Profile page of CEFC website).