jmpllc20191218_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): December 20, 2019

 


JMP Group LLC

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36802

 

47-1632931

(State or Other

Jurisdiction of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

600 Montgomery Street, Suite 1100, San Francisco, California 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. 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 8.01                      Other Events.

 

On December 20, 2019, JMP Group LLC (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to the New York Stock Exchange (“NYSE”) of its intention to voluntarily withdraw the listing of its 6.875% senior notes due 2029 (the “2029 Notes”) from the NYSE and to transfer the listing to The Nasdaq Global Market (“Nasdaq”). The 2029 Notes have been approved for listing on Nasdaq, where they will trade under the new symbol “JMPNZ.”

 

Also on December 20, 2019, the Company’s wholly owned subsidiary, JMP Group Inc., acting pursuant to authorization from its Board of Directors, provided written notice to the NYSE of its intention to voluntarily withdraw the listing of its 7.25% senior notes due 2027 (the “2027 Notes” and, together with the 2029 Notes, the “Notes”) from the NYSE and to transfer the listing to Nasdaq. The 2027 Notes have been approved for listing on Nasdaq, where they will trade under the new symbol “JMPNL.” The guarantee of the 2027 Notes by the Company and JMP Investment Holdings LLC continues in effect without regard to the change in listing of the 2027 Notes from the NYSE to Nasdaq.

 

The Company expects the listing and trading of the Notes on the NYSE will cease at market close on Tuesday, December 31, 2019, and that trading of the Notes will commence on Nasdaq at market open on the following business day, Thursday, January 2, 2020.

 

A copy of the press release announcing the transfer of the listing of the Notes to Nasdaq 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 December 20, 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:  December 20, 2019

By:

/s/ Walter Conroy

 

 

 

Walter Conroy

 

 

 

Chief Legal Officer

 

 

ex_167801.htm

Exhibit 99.1

 

 

 

JMP GROUP TO TRANSFER LISTING OF SENIOR NOTES TO NASDAQ

 

 

SAN FRANCISCO, Dec. 20, 2019 — JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, announced today that it is transferring the listing of its 6.875% senior notes due 2029 from the New York Stock Exchange (“NYSE”) to The Nasdaq Global Market (“Nasdaq”) and that its wholly owned subsidiary, JMP Group Inc., is also transferring the listing of its 7.25% senior notes due 2027 from the NYSE to Nasdaq. JMP Group will continue to list its common shares on the NYSE under its current ticker symbol, “JMP.”

 

The transfer of the listing of the senior notes to Nasdaq is expected to be effective at market open on January 2, 2020. At that time, the ticker symbol for the 7.25% senior notes due 2027 will change from “JMPD” to “JMPNL” and the ticker symbol for the 6.875% senior notes due 2029 will change from “JMPE” to “JMPNZ.”

 

 

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 transfer of the listing of the senior notes from the NYSE to Nasdaq. 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, 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.

 

 

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 Media Relations Contacts
JMP Group LLC Dukas Linden Public Relations, Inc.
   
Andrew Palmer Zach Leibowitz
(415) 835-8978 (646) 722-6528
apalmer@jmpg.com zach@dlpr.com
   
  Michael Falco
  (646) 808-3611
  michael@dlpr.com