Willkie Farr & Gallagher LLP served as legal advisor to Cowen. Freeman & Co. acted as financial advisor to Quarton International, and Debevoise & Plimpton as legal advisor to Quarton International.
Cowen Inc. (NASDAQ:COWN) and Quarton International AG and affiliated Quarton entities signed a definitive agreement under which Cowen will acquire privately-held Quarton International, a leading global financial advisory company serving the middle market. The definitive agreement has been approved by Cowen’s board of directors and Quarton International’s shareholders and governing bodies.
This transaction is expected to close by January 2, 2019.
Quarton International is the result of the 2015 merger of Switzerland- and Germany-based Blue Corporate Finance (founded 2001) and Detroit-based Quarton Partners (founded 2010), and has a team of 70 professionals across ten offices in Europe and the U.S. With its international expertise, extensive financial sponsor relationships and unique domain knowledge, especially in the industrial and technology verticals, Quarton has demonstrated significant success scaling its M&A, restructuring and financial advisory services in the worldwide middle market.
Under the definitive agreement, Cowen will acquire 100% of Quarton International’s equity interests for upfront consideration of $75 million, subject to net working capital and other customary adjustments as set forth in the definitive agreement, with additional contingent consideration of $40 million that would become payable dependent on the achievement of certain performance milestones by Quarton International. In addition, Cowen has agreed with Quarton International to establish a retention bonus pool for Quarton International employees following the completion of the acquisition. All consideration, including pursuant to any employee retention program, is to be comprised of 80% cash and 20% Cowen Class A common stock.
Willkie represented Cowen Inc. with a team including David Boston (Picture), Daniel Mun, partners Russell Pinilis and Mark Holdsworth and national partner Christian Rolf.
Debevoise & Plimpton LLP advised Quarton International with a team including partner Gregory V. Gooding, Elizabeth Pagel Serebransky, Michael Bolotin and associates Samuel M. Duncan, Katherine E. Durnan, Wesley C. Moore, Wendy D. Widman and Margo Watson.
Involved fees earner: Gregory Gooding – Debevoise & Plimpton; Katherine Durnan – Debevoise & Plimpton; Wesley Moore – Debevoise & Plimpton; Elizabeth Pagel Serebransky – Debevoise & Plimpton; Wendy Widman – Debevoise & Plimpton; Michael Bolotin – Debevoise & Plimpton; Samuel Duncan – Debevoise & Plimpton; Margo Watson – Debevoise & Plimpton; David Boston – Willkie Farr & Gallagher; Daniel Mun – Willkie Farr & Gallagher; Russell Pinilis – Willkie Farr & Gallagher; Mark Holdsworth – Willkie Farr & Gallagher; Christian Rolf – Willkie Farr & Gallagher;