jmpllc20190926_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K      

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  September 27, 2019

 

JMP Group LLC

 

(Exact name of registrant as specified in its charter)

     

Delaware

(State or other jurisdiction of

incorporation)

001-36802

(Commission File Number)

47-1632931

(IRS Employer

Identification No.)

 

600 Montgomery Street, Suite 1100

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

 

(415) 835-8900

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Shares representing limited liability company

interests in JMP Group LLC

JMP

New York Stock Exchange

JMP Group Inc. 8.00% Senior Notes due 2023

JMPB

New York Stock Exchange

JMP Group Inc. 7.25% Senior Notes due 2027

JMPD

New York Stock Exchange

JMP Group LLC 6.875% Senior Notes due 2029 JMPE New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

[ ] Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

 

 

Item 1.02.

Termination of a Material Definitive Agreement.

 

The information set forth in Item 8.01 below as to the satisfaction and discharge of the Indenture (as defined below) is incorporated by reference into this Item 1.02.

 

Item 8.01.

Other Events.

 

On September 27, 2019, JMP Group LLC (the “Company”) issued a press release announcing that its wholly owned subsidiary, JMP Group Inc. (the “Issuer”), caused notices to be issued to the holders of its 8.00% Senior Notes due 2023 (CUSIP No. 46629U 206; NYSE: JMPB) (the “Notes”) regarding the Issuer’s exercise of its option to redeem all of the issued and outstanding Notes pursuant to the terms of the Indenture for the Notes dated as of January 24, 2013, between the Issuer and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of January 25, 2013, and the Third Supplemental Indenture dated as of October 14, 2014 (as so supplemented, the “Indenture”). The Issuer will redeem all $25.0 million in aggregate principal amount of the outstanding Notes on October 28, 2019 (the “Redemption Date”). The Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from October 15, 2019, through, but excluding, the Redemption Date. In addition, pursuant to the terms of the Indenture, on September 27, 2019, the Company irrevocably deposited a portion of the net proceeds from its offering of 6.875% Senior Notes due 2029, which closed on September 26, 2019, with the trustee under the Indenture in an amount sufficient to pay and discharge all obligations with respect to the Notes not previously delivered to the trustee for cancellation, including the redemption price of and accrued interest on the Notes to be redeemed on the Redemption Date. As a result, the Indenture with respect to the Notes was satisfied and discharged in accordance with its terms, and the Issuer and the guarantors party to the Indenture have been released from their obligations under the Indenture with respect to the Notes. A copy of the press release announcing the redemption of all of the Notes and the satisfaction and discharge of the Indenture with respect to the Notes is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

Description

99.1

Press Release issued by the Company, dated September 27, 2019.

 

 

 

 

Signature(s)

 

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  

JMP GROUP LLC 

 

 

 

 

 

 

 

 

Date:  September 27, 2019

By:

/s/ Walter Conroy

 

 

 

Walter Conroy

 

 

 

Chief Legal Officer

 

 

ex_158761.htm

Exhibit 99.1

 

 

 

JMP GROUP ANNOUNCES FULL REDEMPTION OF 8.00% SENIOR NOTES DUE 2023 AND SATISFACTION AND DISCHARGE OF INDENTURE

 

 

SAN FRANCISCO, Sep. 27, 2019 — JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, announced today that its wholly owned subsidiary, JMP Group Inc., has given notice of its intention to redeem all of the currently outstanding $25.0 million principal amount of its 8.00% Senior Notes due 2023 (CUSIP No. 46629U 206; NYSE: JMPB) (the “2023 Notes”) on October 28, 2019 (the “Redemption Date”), following which they will be delisted from the New York Stock Exchange. The redemption is being made pursuant to the terms of the 2023 Notes and the indenture governing the 2023 Notes. The redemption price per 2023 Note will be $25 plus accrued and unpaid interest to, but excluding, the Redemption Date. Furthermore, the company has deposited sufficient funds with the trustee under the indenture governing the 2023 Notes, U.S. Bank National Association, to satisfy and discharge the 2023 Notes and the indenture with respect to the 2023 Notes, and the trustee has acknowledged such satisfaction and discharge.

 

The company has instructed the trustee to distribute a Notice of Redemption to all currently registered holders of the 2023 Notes on September 27, 2019. Copies of such Notice of Redemption and additional information relating to the procedure for redemption of the 2023 Notes may be obtained from U.S. Bank National Association by calling (800) 934-6802 (toll-free).

 

JMP Group has deposited a portion of the net proceeds from its offering of 6.875% Senior Notes due 2029, which closed on September 26, 2019, to satisfy and discharge the 2023 Notes and to pay related expenses.

 

This press release does not constitute a notice of redemption under the optional redemption provisions of the 2023 Notes, nor does it constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected redemption of the 2023 Notes and the satisfaction and discharge of the indenture governing the 2023 Notes. Forward-looking statements provide JMP Group’s current expectations or forecasts about future events, including beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Form 10-K for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission on March 28, 2019, and other factors described in the section entitled “Risk Factors” in the company’s prospectus related to the offering, as well as in the similarly captioned sections of other periodic reports filed by the company under the Exchange Act. Such forward-looking statements speak only as of the date of this press release. Unless required by law, JMP Group undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this press release.

 

 

© 2019 JMP Group LLC

 

 

 

 

About JMP Group

JMP Group LLC is a diversified capital markets firm that provides investment banking, equity research, and sales and trading services to corporate and institutional clients as well as alternative asset management products and services to institutional and high-net-worth investors. JMP Group conducts its investment banking and research, sales and trading activities through JMP Securities; its hedge fund, venture capital and private capital activities though Harvest Capital Strategies and JMP Asset Management; and the management of Harvest Capital Credit Corporation (NASDAQ: HCAP), a business development company, through HCAP Advisors. For more information, visit www.jmpg.com.

 

    

Investor Relations Contact 

JMP Group LLC  

 

Andrew Palmer    

(415) 835-8978 

apalmer@jmpg.com  

Media Relations Contacts

Dukas Linden Public Relations, Inc.

 

Zach Leibowitz

(646) 722-6528

zach@dlpr.com

 

Alyssa Noud

(646) 722-6525

alyssa@dlpr.com

 

 

© 2019 JMP Group LLC