Simpson Thacher is representing TD Bank Group (TSX: TD and NYSE: TD) in connection with its acquisition of Cowen Inc. (NASDAQ: COWN) in an all-cash transaction valued at $1.3 billion, or $39 for each share of Cowen common stock. The transaction is subject to customary closing conditions. Through this transaction, TD Securities will accelerate its long-term growth strategy in the United States by acquiring a high-quality and rapidly growing investment bank with outstanding talent and highly complementary products and services.
Simpson Thacher is also representing TD in connection with the sale of 28.4 million non-voting common shares of The Charles Schwab Corporation it holds for proceeds of approximately $1.9 billion. The share sales provide capital required for the transaction, with 15 million shares being sold to Schwab pursuant to a repurchase agreement and 13 million shares being sold to a broker dealer pursuant to Rule 144 of the Securities Act of 1933.
TD is the fifth largest bank in North America by assets and serves more than 26 million customers. TD also ranks among the world’s leading online financial services firms, with more than 15 million active online and mobile customers. TD had CDN$1.8 trillion in assets on April 30, 2022.
Cowen is a diversified financial services firm that provides investment banking, research, sales and trading, prime brokerage, outsourced trading, global clearing, and commission management services. Cowen also has an investment management division which offers actively managed alternative investment products.
The Simpson Thacher team includes Lee Meyerson, Ravi Purushotham, Erica Egenes, Ben Bodurian and Tiye Traore (M&A); Jeannine McSweeney, Joo Hyun Lee and Meredith Brenton (Executive Compensation and Employee Benefits); Lesley Peng, Will Golden, Evan Hunt and Charlotte Bowe (Capital Markets); David Blass, Benjamin Ruano (US Broker Dealer and Investment Advisory); Owen Lysak and Joshua Price (UK Broker Dealer); David Yun (Hong Kong Broker Dealer); David Greene, Ryan Williams, Anita Yuen Brown and Jessica Patrick (Private Funds); Spencer Sloan and James Fine (Bank Regulatory); Benjamin Rippeon and William Smolinski (Tax); Lori Lesser, Kate Mirino and Mark Natividad (IP); Steven DeLott (Insurance); and Peter Guryan, Richard Jamgochian and Max Fischer-Zernin (Antitrust).