jmpllc20200327_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): March 30, 2020

 


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

JMPNL

The Nasdaq Global Market

JMP Group LLC 6.875% Senior Notes due 2029

JMPNZ

The Nasdaq Global Market

 

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 4.01. Changes in Registrant’s Certifying Accountant.

 

 

(a)

Dismissal of Previous Independent Registered Public Accounting Firm

 

On March 28, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of JMP Group LLC (the “Company”) chose not to renew the engagement of PricewaterhouseCoopers LLP (“PwC”), which was then serving as the Company’s independent registered public accounting firm. The Company notified PwC on March 30, 2020 that it would be dismissed as the Company’s independent registered public accounting firm, effective immediately. The decision to dismiss PwC was approved by the Audit Committee.

 

PwC’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through March 30, 2020, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions.

 

The Company provided PwC with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of PwC’s letter dated April 1, 2020, is filed as Exhibit 16.1 hereto.

 

 

(b)

Appointment of New Independent Registered Public Accounting Firm

 

On March 28, 2020, the Audit Committee approved the engagement of Marcum LLP (“Marcum”) to serve as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2020, and Marcum has accepted the engagement, effective on March 30, 2020. The decision to appoint Marcum was approved by the Audit Committee.

 

During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through March 30, 2020, neither the Company nor anyone acting on its behalf has consulted with Marcum regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

The following exhibits are furnished as part of this Current Report on Form 8-K:

 

16.1     Letter of PricewaterhouseCoopers LLP dated April 1, 2020

 

 

 

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:  April 1, 2020

By:

/s/ Raymond Jackson

 

 

 

Raymond Jackson

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

ex_179780.htm

Exhibit 16.1

 

April 1, 2020


Securities and Exchange Commission
100 F Street, N.E.

Washington, DC 20549

 


Commissioners:


We have read the statements made by JMP Group LLC (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of  the Form 8-K of JMP Group LLC dated March 30, 2020. We agree with the statements concerning our Firm contained therein.

 


Very truly yours,

 

/s/ PricewaterhouseCoopers LLP

San Francisco, California

 


Attachment