Cowen Group, Inc. (NASDAQ:COWN)
Acquisition of Businesses from CRT Capital Call
March 22, 2016 8:30 AM ET
Jeffrey Solomon – President
Mike Adams – Sandler ONeill
Devin Ryan – JMP Securities
Good day, ladies and gentlemen, and thank you for joining the Cowen Group Incorporated’s Conference Call to discuss the Acquisition of Businesses Being Acquired from CRT. A copy of the Company’s press release can be accessed on the Investor Relations section of Cowen Group Incorporated’s website at www.cowen.com.
Before we begin, the Company has asked me to remind you that some of the comments made on today’s call and some of the responses to your questions may contain forward-looking statements. These statements are subject to the risks and uncertainties described in the Company’s earnings release and other filings with the SEC.
Cowen Group Incorporated has no obligation to update the information presented on the call. A more complete description of these and other risks and uncertainties and assumptions is included with the Company’s filings with the SEC, which are available on the Company’s website and on the SEC website at www.sec.gov.
Now, I would like to turn the call over to Jeffrey Solomon, President.
Thank you, operator, good morning and thank you everyone for joining our conference call and our webcast following the announcement that Cowen will acquire CRT Capital’s credit products, credit research, special situations and emerging markets businesses.
I’m here today with Steve Lasota and we wanted to spend a few minutes with you just discussing our strategy and why we think this is an important day for us at Cowen. One of the ways we expect to achieve our ability to deliver value over time is to continue to grow our businesses both organically and through acquisitions at the broker dealer and in the asset management business.
To review today’s announcement in particular, we’ve entered into a definitive agreement to acquire specific businesses that are currently being operated by CRT. As I mentioned, these are the credit products, the credit research, special situations, equities and emerging markets units. We expect to complete the transaction in the second quarter 2016 subject to regulatory approval and other customary closing conditions.
From a disclosure perspective, this is not a material transaction for us financially and we’re not disclosing financial terms. We will provide some color on operating metrics in the first quarterly call following the closing. In terms of guidance, the transaction is expected to be mildly accretive to earnings and book value and slightly dilutive to tangible book value in the first year.
Today, we will discuss what we believe we can achieve in the high-yield, distressed and special situations businesses with an established distribution agency platform that we expect to be profitable on a standalone basis without operating synergies. We’re in a favorable position to leverage Cowen’s research driven business model and we see significant optionality to scale our debt capital markets and investment banking businesses with this acquisition. With the investment world increasingly occupied by passive beta-centric investing, the challenge we faced in all of our lives is how we as analyst, portfolio managers and investors differentiate ourselves.
We believe in the value of active management at Cowen, portfolio managers and analysts have the ability to outperform their peer groups if they’re provided with insightful investment ideas, non-conflicted trading and execution capabilities, robust brokerage solutions and access to high-quality capital markets transaction.
We also believe that institutional and private clients may outperform if given access to those products and services and their corporate clients outperform when provided with impactful strategic advice and well-executed financing. Today’s announcement is consistent with the mission of helping clients consistently outperform. CRT, formerly known as Credit Research and Trading, has a long and illustrious reputation for building a market-leading agency franchise in distressed debt and special situation equities over the past 20 years.
The businesses being acquired are capital-light and agency in nature, which unlike many of our competitors in the credit business means that it does not require significant balance sheet risks as a means to driving revenue. The credit products unit encompasses sales and trading of distressed convertibles, high-yield securities, distressed debt, private placements and trade claims. The Credit Research unit is focused on distressed and special situations coverage and cross-capital structure research. The Special Situations Group includes sales and trading of event-driven, post-reorg equities, spins and other special situation equities.
The Emerging Markets unit includes sales and trading of emerging markets credit, non-U.S. corporate credit and local currency debt. Including support personnel, approximately 57 people, including many of the people responsible for developing the unique products at CRT will be joining Cowen. CRT itself will retain its equities, banking and rates businesses. We will not be acquiring those. This transaction positions the combined operation, which will be named Cowen Credit Research and Trading as a leader in distressed debt and special situations equity.
We believe this is an opportune time to scale our existing capabilities into the fixed income sales and trading given current market conditions. We have seen a significant increase in volatility and cross-over, high-yield and distressed credit names and pricing dislocations in industries such as energy and other natural resources. In fact, Fitch recently stated that it estimates approximately $40 billion of energy debt alone will default in 2016, this points to meaningful revenue opportunities for those who can provide investors with impactful investment ideas and insightful research.
Furthermore, changes in the regulatory framework for financial institutions such as Dodd-Frank and the Volcker Rule, have made it more challenging for traditional credit houses to provide liquidities to clients, making it possible for new entrants to emerge without having to rely on large balance sheet. We at Cowen are no strangers to credit. In fact a number of us in senior positions at Cowen were clients of CRT when we managed distressed credit intensive businesses at Ramius. Our first hand experiences with the research and sales teams at CRT give us confidence to know that the client first culture at Credit Research and Trading is exactly what we are all about at Cowen.
We already have a solid footprint in debt capital markets and our investment banking franchise already advises companies up and down the capital structure. With the addition of CRT’s fixed income agency distribution platform, we will now be in a position to provide value for sales, trading, research clients in the cross-over, high-yield and private debt finance markets.
Moreover, the addition of CRT’s special situations equities group dovetails extremely well with our existing equities franchise and enables us to provide expanded product capabilities to clients in research, sales and trading. We also see synergies among our existing debt capital markets team and the banking – and our banking special situations and balance sheet advisory teams as we are looking very closely to align those with our distribution channel that we’re acquiring here. Also, I would say the distressed convertibles team at CRT complements our existing convertibles effort, which we started last year.
We’ve been very engaged in the search for new business opportunities and have been thoughtful shepherds of capital over the last four or five years. This acquisition aligns with Cowen’s disciplined approach to entering businesses that are highly relevant in the current market environment, complement the Company’s current businesses and enhance overall margins. As many of you know we’ve integrated a number of transactions and new businesses over the last six years. In 2010, we started the debt capital markets business and are now one of the leading – leading providers of sub $200 million high-yield and privately placed value-added fixed income products.
Today, we operate primarily in the private markets at Cowen and our transactions span the entire capital structure and we are looking forward to being able to expand our capabilities here as we bring on a wonderful distribution platform.
In 2012, we acquired Algorithmic Trading Management, or ATM, as an electronic trading platform when we were primarily a cash equities business and that was really thought of at the time to be something unique and unusual as most firms our size weren’t really looking at algorithmic trading capability. While there were and still are many electronic platforms available to the investment community, we really have distinguished ourselves there as a broker-neutral platform, an unconflicted and trusted counterparty. And it’s a message that totally resonates with clients. ATM under the Cowen umbrella has really been an important part of growing our brokerage revenue and, as we mentioned in our last earnings call, the average number of daily executed shares and our daily – average number of daily clients were up over 250%.
In 2013, most of you remember we acquired Dahlman Rose, which really broadened our research coverage and moved us into the natural resource industry. It gave us a much larger voice with accounts and really enabled us to move up significantly in the brokerage vote [ph] in equities.
And I think it’s really important to note that as we’ve thought about those acquisitions and thought about how we’ve integrated those acquisitions, it’s really – we have a well-worn path to understanding exactly what it takes to getting ourselves integrated here with the CRT transaction. Many of you remember last year we also acquired the prime services businesses of Concept and Conifer Securities and that integration continues to go well. Again, that’s another example of our ability to look at acquiring businesses that some of our larger competitors have decided to exit and where we think we can make a significant impact.
So all in all, if you take a look at what we’ve done, acquisitions have been an important part of what we’ve done. We’ve been extremely selective and we made sure that we bought these at prices that are attractive for us in terms of the utilization of capital, but most of the work happens on the back end as we really integrate and figure out how to get more out of the people that we’re bringing on to our platform. And I think in the case of CRT, we’re really looking forward to working with that team to integrate and really make great music together.
So why CRT? It is really one of the few independent firms that specializes in distressed and special situations, trading and credit, which really has a long history of client-first attitude. All the businesses we are acquiring bring a lot to the table. Certainly the talent and relationships, expertise and knowledge in areas that we think will do quite well given the current market, especially if that environment remains challenging for a number of folks.
In the end, though, I think it’s always about execution and if you’ve been following us for a while, you know that the investments we’ve made as a firm over the last six years have really been about creating a balance between driving long-term growth through operations in ROE without taking significant risk from an operational standpoint.
So unlike some other firms in the industry that I think we all know are experiencing challenges because we took balance sheet risk to drive profits, the businesses that we’re acquiring today don’t require significant balance sheet risk in order to drive revenue. And for us, sustainability and driving long-term ROE are really at the center of everything we do and this acquisition is very much in keeping with that theme.
As I mentioned earlier, we will provide some color on the operating metrics of the acquisition in the first quarterly call after we close and that’s in keeping with our experience of not really giving forward guidance until we get businesses in house. Then once we do, we’re happy to talk about them after we’ve operated collectively for a while, but I will say now again that we expect the transaction to be mildly accretive to earnings and book value and slightly dilutive to tangible book value in the first year.
And we’re very confident that on a standalone basis without any revenue synergies or even without any cost energies out of the gate, this acquisition will be accretive from an earnings standpoint.
Finally, I just want to thank our team who worked extremely hard over the past few weeks to get to signing. We still have a lot of work to do till closing and then after closing, the real fun begins, but I just want to make sure that we took this time to thank everybody for all their hard work and to our new partners at Cowen Credit Research and Trading, we can’t wait to get close, so that we can really start making a difference in the lives of each other and the lives of our clients.
With that, I will open it up for questions. Operator?
Thank you. [Operator Instructions] Our first question comes from the line of Mike Adams with Sandler ONeill. Your line is now open. Please go ahead.
Good morning Jeff, good morning Steve. How are you guys doing.
Good, Mike. How are you?
Doing well. So first question here – maybe if you could just provide us with a little bit of background on how the deal came together, the process that was involved and then also I see the opportunity and why you guys are excited about this. But why is CRT getting out of the business and was it profitable for them?
Well, let me start by saying, I can’t really comment on CRT and they’re going to continue to run the businesses that we’re not acquiring and so I don’t have a great insight into their strategy. But for us this is really, we have been talking for a while about when we should be expanding our footprint into fixed income. It’s an obvious spot where this real value will be created, especially if you get a unique research platforms.
Similar to what we’re doing and what we’ve done in Cowen I think our differentiated research product is making a real impact you can see that with the growth in our equities business and we see a similar opportunity here to a different client base. And the client base really benefits significantly from the deep knowledge of credit and capital structure that the CRT research and sales teams really provide.
When you look at the alpha-generating capability a lot of these spaces where they play are just places where the big houses can’t afford to or don’t really spend any time. And that’s really from a research and sales standpoint. So what we think it’s a great opportunity for us to bring that into our organization, be able to cross sell our product to their clients and basically take their products and cross sell to our clients ultimately.
I also think that – we had a partnership with CRT a few years back on the debt capital markets side and I will tell you it worked I mean we did a few transactions together where we used a CRT to distribute product that we originated in investment bank. But it is very difficult I think to scale that business unless it’s in-house. I think when you’re talking about originating product when I say financing product. I think it’s really important to have a total team effort in terms of understanding what the market will bear and understanding what clients need on the corporate side. And if you don’t have that end to end solution it becomes – I think a little bit more difficult to be able to offer the full panoply of distribution capability for clients when they’re looking to do financings.
And so we’ve had off and on conversations with players in the industry. A number of them frankly I think, we kept coming back to CRT, because we had a great cultural experience with them the first time. And we spent a lot of time with the team that we’re bringing on, and it really feels in many respects like a lot of the teams we brought on, where there’s a great culture within the organization. And there’s a lot of people there who care deeply about each other and work really well as a team. And are totally open-minded to the idea of plugging into a franchise that is like ours, that can give them more product capability and more support to really drive and grow the business. I just think, it is – for us this is something we’ve been looking to do. We’ve just been waiting for the right team at the right price. And, so today is the day that got signed.
Understood. And I know you’re going to give us some more operating metrics and a little bit of outlook for the business on your next earnings call, but historically, can you give us any kind of like order of magnitude, the type of revenue these businesses are generating just ballpark?
It’s – we haven’t been giving forward guidance on this. The reason why Mike is I think, we need to get it in-house here, and we have – we obviously have a lot of historical perspective, and we’ve taken some pretty significant haircuts to what their historical operating performance is, just because we know, in businesses like this when they transition, they just don’t transition a 100%. So, if I were to give you some operating metrics, today I would be giving you historical operating metrics that I just want to make sure we see that internally here. The way we’re doing this acquisition just to give you some perspective is, we’re actually buying the people, we’re buying a little bit of infrastructure to support those people, but we’re actually going to open up all the accounts at Cowen ourselves, as opposed to buying another broker dealer.
About 50% of their clients that CRT covers in credit, we already cover in equity so many of those accounts are already open at Cowen, we’ll be spending between the time between signing and closing, opening up the rest of the accounts. So, I want to make sure that all of that stuff happens between signing and closing before giving guidance. But suffice it is to say, if you look at the size of businesses we’ve acquired in the past, especially the recent past, we’re looking to be adding revenue in clips along the size of the businesses that we’ve been doing, because we know that adding revenues that size, at the right price really can help us to offset our fixed cost structure.
So, if you look at some of the acquisitions we’ve done over the past year, we’re in that ballpark. And that’s really I think something that we feel extremely comfortable, because obviously once we get them in-house Mike, we think we can scale them meaningfully. Or else we just wouldn’t be doing it. So, the way we’ve been underwriting this is, if it takes a year for us to get it on the platform, it will still be profitable and still be accretive and then, obviously, we do what we think we do collectively with new partners and what we’ve seen in all the acquisitions we’ve made, once those are done and six months in, all of a sudden people understand the rhythm of how to win and what resources are now available to them and you start to see significant organic growth off the back of that.
So I know that’s a long-winded answer. What I would say is we will be in a spot post-closing to be able to give you a lot more color on that, but it’s sort of in the range of what we’ve been doing.
Got it. Thanks, Jeff. And then last one from me. In terms of – I know you are not disclosing the purchase price, but is it safe to assume this is an all-cash deal? And then dovetailing off that, in terms of capital management, you guys have been pretty active with capital returns recently. Does this have any near-term impact on your ability to return capital to shareholders?
The answer to that is, yes, it will be all cash. There is a potential for an earnout on the back end, which honestly we hope we hit because if we do that it means the business has really accelerated more quickly. It does not impact our ability to do what we’ve been doing in terms of the buyback. It’s just not that meaningful.
Okay. Thanks, guys and congrats again.
Thank you. Our next question comes from the line of Devin Ryan with JMP Securities. Your line is now open. Please go ahead.
Hey, thanks. Good morning. Just a couple follow-ups here to Mike’s questions. So on the deal structure, obviously, not a lot of details, but I’m thinking about the earnout that you just mentioned. Is that to CRT? And how are the employees being, I guess, locked in longer term?
Two good questions. Yes, that would be going to the owners of CRT and – on the earnout – and then from an employee standpoint, listen, we’ve done this with a number of situations. We’ve got agreements with key employees who are going to be coming over. That’s part of the transaction, and we’re very confident that that will – at the end of the day, that’s why we’re doing this. So you can rest assured that as a part of that negotiation we have all key employees signed up and ready to go. So essentially that’s what we’re buying here is an outstanding team and without them there wouldn’t be a transaction. So we took great pains to ensure that we’ve got contractual relationships with those key individuals as a part of this transaction.
Got it. Okay, great. And then with respect to the business model, understand that it’s an agency model, but I assume there’s probably still some balance sheet utilization there. So if that’s correct, how much balance sheet will the business require and what will that be in the place of?
So it will not require significant – similar to our equities business, we facilitate trading on our equities business. We actually do it really efficiently I mean we don’t lead with balance sheet, but obviously when you’ve got significant accounts that require balance sheet from time to time, you make sure that the ROI on that balance sheet utilization is satisfactory. We’re not going to be in a position where we have to use capital in order to win business. That’s actually why we chose to do this with the CRT team. This is leading with research and ideas. If we need to utilize capital to facilitate trade, then we’ll do so.
So I think it’s not going to impact our ability to do other things with capital at all. We’ve got plenty of capital at the broker dealer as it exists today to facilitate trading. And I want to be clear, we are in the moving business and I think it’s – as opposed to the storage business – and I think where a lot of our bigger brethren have gotten sideways is they forget that there is a real difference between being in the moving business and the storage business.
Now fundamental research at the end of the day in service of driving alpha for clients is the business that we are in. And if it means that we need to put up our balance sheet to facilitate opportunities to get into the hands of our clients or to help clients get out of positions that they want to get out of, then we’re willing to do that, but the payment around that has to be meaningful enough from an ROI standpoint.
So we are not going to be using capital as a lead. If anything, we’ll be using it to facilitate between counterparties so that they have anonymity with one another and they can know us as the other side of the transaction, which is very common in the fixed income space. But let’s make no mistake about it, we’re not going to have to make some huge capital infusion into the broker dealer to facilitate this business. It’s not the way its run today and not the way that we intend to run it at Cowen.
Okay, great. And then just last from me. Clearly, your equities business has critical mass today and at scale, this business is much smaller. So just curious, is this business in your view kind of scaled or is the opportunity more you believe that you can really grow it under your umbrella, leverage your expense base, leverage some of the complementary businesses that you have that maybe some other firms do not have. I’m trying to get a perspective of what this business looks like today and then where it can go and why you guys are so excited?
Well, so – I think – by the way, great question in the sense that you – this is a jump-off point for us and we obviously have a view that over the next few years credit trading is going to be way more interesting than maybe it has been over the last five years. There’s just going to be a lot more interesting stuff to do. And I think what we are noticing in the credit markets is there is actually a fair amount of illiquidity as nobody is really using balance sheet anymore and that actually means that, without using capital – if the bigger players are no longer using capital to trade and they are really not providing liquidity the way they’ve been providing liquidity, the only thing that matters is unique ideas and finding buyers and sellers. And that’s really the brokerage business. That’s the business that firms like ours should be in and what we’re seeing is that today there’s an opportunity for us to line up in front of what we think is going to be a huge opportunity with an established franchise that’s been doing this for 20 years.
And if you look at what’s been going on, not only in distressed, but also in emerging markets favor, because we are buying – getting the emerging markets team, which is really an excellent team, and the special situations equity group, which really has talked about spins and divestitures and all these things that are really what I would call unique alpha generating opportunities for a distinct client base. The more of that that’s going to go on in the next three to five years in a choppy market, the more that firms like the one that we’re acquiring are meaningful because the bigger firms – it’s hard for them to focus on these storied names or on these names where they are just off the run, and for us that’s unique.
That’s different and that’s really how we’re approaching this. Obviously, we think we can scale it meaningfully or we wouldn’t do it, but the way we underwrite any of these acquisitions is if it takes a little bit longer for that to happen or the market doesn’t evolve quite the way we thought it was, we just want to make sure that, at the end of the day, the businesses that we are buying are accretive and profitable and have a good ROI with none of that happening. And so that metric is the same metric that we’ve used to do things like Dahlman Rose and ATM and all the acquisitions we’ve made. We’re using that here as well, but, obviously, we think there is significant growth potential organically once it gets onboard.
And then I would say the last thing is, listen, the DCM business, we’re budgeting no increase in the DCM business. Though I will tell you we think that especially in credit there will be more reverse inquiry. Like once you’re involved – in the fixed income business, it’s unlike the equity business, if you’re involved in capital structures and really researching capital structures meaningfully, there will be financing opportunities that appear to you by dint of the fact that you’re involved in interesting credits, and we expect to see reverse inquiry and interesting things coming off the back of that distribution network because we will have a unique view into the capital structures of companies that we might not have otherwise been involved with. So unlike the equity business where maybe it’s just a reverse inquiry coming off an equity distribution capability is episodic. Here I think it will be integrated. And our hope and belief is that we’ll have a two-way communication between our DCM business and our distribution capability that we’re acquiring here so that we can find some really interesting opportunities to bank and advise on.
Again, none of that is budgeted in. So if none of that happens, it’s still going to be accretive and it’s still going to work, but I think we wouldn’t be doing this if we didn’t see the opportunity to really plug. We think it’s a world-class franchise into our organization and figure out how to make significant improvements over the next three or four years.
Got it. And just if I missed this, how many employees are joining with the business?
In fact, 57, I should have been clear about that. 57, we think.
Maybe 55, or maybe 59, that we’re – right now we’re targeting 57.
Got it. Thanks for all the color, Jeff. Appreciate it.
Thank you. [Operator Instructions] We have a follow-up question from the line of Mike Adams with Sandler ONeill. Your line is now open please go ahead.
Hey, guys. Just wanted to clarify something. I know, Jeff, that you stated that the business was expected to be accretive to earnings on a standalone basis, and I think you also mentioned that it would expand your margins. Was that with synergies or without synergies in terms of the margin impact?
Well, I think without synergies we think it will increase margins, but to me this is – certainly we think once we fully integrate it, we’ll be able to take advantage of some of the operating synergies that – in overtime. So for example, day one, we’ll be taking on some incremental space, certainly. We’ll have the space consolidation opportunities for us over time as leases that we currently have roll off and we consolidate in various spaces, that’s definitely going to happen.
I think day one we will be – we won’t have the technology fully integrated and over time, we will be migrating over to one consolidated platform. That’s going to – that will save us some money as we clear out old vendor contracts and we do some things over the next few years that will enable us to have better buying power. Those are what I would call longer-term operating synergies, but we’re not doing this acquisition because we think we can take out a bunch of costs. And I think this is a real strategic thrust for us to be in a business that we’re not in, but a business we understand really well with a team that we know really well.
And it’s really more about putting a stake in the ground for what we think is going to be a really interesting market opportunity that helps to diversify our business. And to that point, Mike, I think a lot of folks have – I think rightly asked about our dependence on things like healthcare. And we have not wanted to do diversification for diversification’s sake. Right? Just to diversify away from a core competency out of fear is not a strategy, we think is long-term sustainable.
So we’ve been extremely deliberate, as we’ve looked for businesses, diversification is second to finding businesses that are obvious for us to take what we do best and extend our footprint and this is a great example. I think that the revenue we are able to drive, certainly in banking ultimately and certainly here will have nothing to do with the core business of financing biotechnology companies, and – but it’s still off the same basic premise that we can provide fundamental research and insight investment ideas and make money doing that in an agency format.
So again, I like this, because it really does open up a whole new market to us, that we are not currently in and it fits really closely with the philosophy and the capabilities we already have. And plus, again most of us, given our experience at Ramius over the years, totally understand these markets. And we totally understand from a client’s perspective and I will close with that. So much of what we are doing at Cowen and Company is a function of the experiences that we’ve had when we were on the buy side. Sometimes I say – it sounds probably more selfish than it’s meant to be, but, honestly, it’s a personal statement.
I think we are building the kind of firm I wish had always covered me when I was on the buy side. And that’s a commentary on the fact that so many firms just don’t get it and that means bringing on people like the team at CRT who really gets what matters to buy-siders that gets them to engage. And philosophically, I just think that’s different than a lot of other firms and it’s where we’ve seen ourselves be successful in our equities business. And we will apply that same philosophy and culture to this marketplace, which is in desperate need of firms who can really genuinely move the needle fundamentally.
Great, thanks Jeff.
Thank you. There are no further questions. I would now like to turn the call back to Jeffrey Solomon, President for closing comments.
Well, thanks everybody for doing it, I know given some of the events in Europe this morning, I think what we’re talking about here sometimes really doesn’t seem so important when events like that occur, but it is important to us here at Cowen today and even on a difficult morning where some of our friends in Europe are dealing with more difficult situations, we just wanted to get out and talk to you all about it. We will be available in the weeks and months forward to give you more insights. Really appreciate you taking the time to join us this morning. So, thank you everybody.
Ladies and gentlemen, this does conclude today’s program and you may all disconnect. Everybody have a wonderful day.
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