JMP Group LLC
JMP GROUP LLC (Form: S-3, Received: 04/20/2017 16:58:59)

As filed with the Securities and Exchange Commission on April 20 , 2017

Registration No. 333-

Registration No. 333-

Registration No. 333-



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

JMP Group LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware

(State or Other Jurisdiction of Incorporation or Organization)
47
- 1632931
(I.R.S. Employer Identification No.)

 

 

600 Montgomery Street
Suite 1100
San Francisco, California 94111
(415) 835
- 8900

 

 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


JMP Group Inc.

(Exact Name of Co-Registrant as Specified in Its Charter)
Delaware

(State or Other Jurisdiction of Incorporation or Organization)
20
- 1450327
(I.R.S. Employer Identification No.)

600 Montgomery Street, Suite 1100
San Francisco, California 94111
(415) 835
- 8900

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Co-Registrant’s Principal Executive Offices)

JMP Investment Holdings LLC

(Exact Name of Co-Registrant as Specified in Its Charter)
Delaware

(State or Other Jurisdiction of Incorporation or Organization)
47-2085270
(I.R.S. Employer Identification No.)

600 Montgomery Street, Suite 1100
San Francisco, California 94111
(415) 835
- 8900

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Co-Registrant’s Principal Executive Offices)

 


 

Walter Conroy
Chief Legal Officer

600 Montgomery Street, Suite 1100

San Francisco, California 94111

(415) 835
- 8900
(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

   


Copies to:

 

Andrew D. Thorpe, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, California 94105
Telephone: (415) 773
- 5970

 


 

 
 

 

 

Approximate date of commencement of proposed sale to the public : From time to time after the effective date of this registration statement.

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Smaller reporting company

Accelerated filer

Emerging growth company

Non -accelerated filer ☐  (Do not check if a smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐

 


CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount to be

registered (1)(2)(3)

Proposed maximum

offering price

per unit (3)

Proposed maximum aggregate offering

price (3)(4)(5)

Amount of

registration fee (3)

Common Shares

           

Preferred Shares

           

Debt Securities

           

Guarantees of Debt Securities (6)

           

Warrants

           

Rights

           

Units (7)

           

Total

     

$150,000,000

 

$5,795 (8)

(1)

Also includes an indeterminate number of common shares or preferred shares as may be issued by the registrants upon exercise, conversion or exchange of any securities that provide for such issuance. Except as provided in Rule 462(b) under Securities Act of 1933, as amended (the “Securities Act”) in no event will the aggregate offering price of all types of securities issued by the registrants pursuant to this registration statement exceed $150,000,000.

(2)

Pursuant to Rule 416 under the Securities Act this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(3)

Pursuant to General Instruction II.D. of Form S-3, the table lists each of the classes of securities being registered and the aggregate proceeds to be raised but does not specify, by each class, information as to the amount to be registered, proposed maximum offering price per unit and proposed maximum aggregate offering price.

(4)

The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act.

(5)

Includes consideration to be received by the registrants, if applicable, for registered securities that are issuable upon exercise, conversion or exchange of other registered securities.

(6)

Guarantees of debt securities issued by the registrants may be provided by one or more of JMP Group LLC and its wholly-owned subsidiaries, JMP Group Inc. or JMP Investment Holdings LLC. Guarantees will be issued without additional consideration. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required for the guarantees of debt securities to be registered.

(7)

Consisting of some or all of the securities listed above, in any combination, including common shares, preferred shares and warrants.

(8)

JMP Group Inc. previously filed on July 23, 2014 a Registration Statement on Form S-3 (File No. 333-197583) that registered $100,000,000 of securities (the “Prior Registration Statement”). Post-Effective Amendment No. 1 to the Prior Registration Statement was filed on January 27, 2015, and declared effective on February 10, 2015 (the “Post-Effective Amendment”), pursuant to paragraph (d) of Rule 414 for purposes of JMP Group LLC adopting the Prior Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Post-Effective Amendment was filed in connection with a reorganization transaction whereby JMP Group LLC became the successor issuer to JMP Group Inc. with respect to JMP Group Inc.’s common stock.

 

 
 

 

 

A registration fee of $12,146 was paid under the Prior Registration Statement for $94,300,000 of securities newly registered thereunder and no registration fee was paid under the Prior Registration Statement for $5,700,000 of securities because, pursuant to Rule 415(a)(6) under the Securities Act, these securities were unsold and carried forward from a previous registration statement.

 

As of the date hereof, all of the $100,000,000 of securities registered under the Prior Registration Statement remain unsold (the “Unsold Securities”) and, pursuant to Rule 415(a)(6), all of the Unsold Securities are being carried forward to this registration statement from the Prior Registration Statement and the previously paid filing fees associated with the Unsold Securities continue to apply. The offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. The registration fee of $5,795 associated with the registration of an additional $50,000,000 of securities has been paid.

 

On February 24, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates of JMP Group LLC was $75,000,000 or more.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 
 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 20, 2017

 

PROSPECTUS

 

 

 

JMP Group LLC
JMP Group Inc.

 

$150,000,000
Common Shares
Preferred Shares
Debt Securities
Guarantees of Debt Securities
Wa rrants
Rights
Units


 

 

From time to time, we may offer up to an aggregate of $150,000,000 of common shares, preferred shares, debt securities, guarantees of debt securities, warrants, rights and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. We may also offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, preferred shares, rights or warrants. The common shares, preferred shares and warrants to be offered and sold will be issued by JMP Group LLC, and it is anticipated that the debt securities to be offered and sold will be issued by JMP Group Inc., a direct, wholly-owned subsidiary of JMP Group LLC.

 

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus and any related free writing prospectus. You should read this prospectus, the information incorporated by reference in this prospectus, each applicable prospectus supplement and any related free writing prospectus carefully before you invest.

 

Our common shares are listed on the New York Stock Exchange and trade under the symbol “JMP.” On April 20, 2017, the last reported sale price for our common shares was $5.96 per share.

 

 
 

 

 

The securities described in this prospectus may be offered and sold by us to, or through, underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the offering methods and methods of sale, you should refer to the section of this prospectus titled “Plan of Distribution.” If any underwriters, dealers or agents are involved in the offer and sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters, dealers or agents and any applicable fees, discounts, concessions or commissions, details regarding over-allotment options, if any and the net proceeds to us will be set forth in the applicable prospectus supplement and any related free writing prospectus. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 2 of this prospectus and in the applicable prospectus supplement and any related free writing prospectus, and under similar captions in the documents incorporated by reference into this prospectus for certain risks that you should consider before investing in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is                       , 2017.

 

 
 

 

 

Table of Contents

 

Page

 

 

ABOUT THIS PROSPECTUS

1

   

OUR COMPANY

1

   

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

2

   

RISK FACTORS

2

   

DESCRIPTION OF SECURITIES WE MAY OFFER

3

   

DESCRIPTION OF COMMON SHARES OF JMP GROUP LLC

3

   

DESCRIPTION OF DEBT SECURITIES

6

   

DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

14

   

DESCRIPTION OF WARRANTS

15

   

DESCRIPTION OF RIGHTS

17

   

DESCRIPTION OF UNITS

18

   

RATIO OF EARNINGS TO FIXED CHARGES

19

   

USE OF PROCEEDS

19

   

PLAN OF DISTRIBUTION

19

   

LEGAL MATTERS

22

   

EXPERTS

22

   

WHERE YOU CAN FIND MORE INFORMATION

22

   

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

23

 

 
-i- 

 

 

ABOUT THIS PROSPECTUS

 

This document is called a prospectus and is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings in amounts that we will determine from time to time, up to an aggregate of $150,000,000.

 

This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities described in this prospectus, we will provide you with a prospectus supplement, or information that is incorporated by reference into this prospectus, containing more specific information about the terms of the securities that are being offered. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to our offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this prospectus and a prospectus supplement and any related free writing prospectus or information incorporated by reference having a later date, you should rely on the information in that prospectus supplement and any related free writing prospectus or incorporated information having a later date. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the section of this prospectus titled “Where You Can Find More Information,” before investing in any of our securities.

 

You should rely only on the information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.

 

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus and any prospectus supplement. We have filed and plan to continue to file other documents with the SEC that contain information about us and our business. Also, we will file legal documents that control the terms of the securities offered by this prospectus as exhibits to the reports that we file with the SEC. The registration statement and other reports can be read on the SEC website or at the SEC offices which are discussed in further detail in the section of this prospectus titled “Where You Can Find More Information.”

 

Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus to the “Company,” “we,” “us,” and “our” mean, collectively, JMP Group LLC and JMP Group Inc., our predecessor, and all of our subsidiaries included in our consolidated financial statements.

 

OUR COMPANY

 

JMP Group LLC, together with its subsidiaries, including JMP Group Inc. (collectively, the “Company,” “we,” “us,” and “our”), is a diversified capital markets firm. We provide investment banking, sales and trading and equity research services to corporate and institutional clients as well as alternative asset management products and services to institutional investors and high-net-worth individuals. In addition, we manage and invest in corporate credit instruments through collateralized loan obligations and direct investments, and we serve as the investment advisor to a business development company under the Investment Company Act of 1940. We focus our efforts on small and middle-market companies in the following four growth industries: technology, healthcare, financial services and real estate. Our specialization in these areas has enabled us to develop recognized expertise and to cultivate extensive industry relationships. As a result, we have established our firm as a key advisor for our corporate clients, a trusted resource for institutional investors and an effective investment manager for our asset management clients. Our principal offices are at 600 Montgomery Street, Suite 1100, San Francisco, California 94111, and our website is www.jmpg.com. This reference to our website is intended to be an inactive textual reference only, and the information on our website is not deemed to be part of, or incorporated by reference into, this prospectus.

 

 
1

 

 

SPECIAL NOTE REGARDING FORWARD -LOOKING STATEMENTS

 

This prospectus and any accompanying prospectus supplement or free writing prospectus, including the documents incorporated by reference therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can often be identified by their use of words such as “could,” “will likely result,” “if,” “in the event,” “may,” “might,” “should,” “shall,” “will,” “believe,” “expect,” “anticipate,” “plan,” “predict,” “potential,” “project,” “intend,” “estimate,” “goal,” “objective,” “continue,” or the negatives of these terms and other similar expressions.

 

These forward-looking statements concern information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives, which also may be set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the SEC. These statements also include information concerning anticipated revenues, income or loss, capital expenditures, distributions, capital structure or other financial terms. For a non-exhaustive list of certain forward-looking statements that are incorporated by reference into this prospectus, any applicable prospectus supplement and any free writing prospectus, please refer to the “Special Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

Forward-looking statements involve certain risks and uncertainties, many of which are beyond our control. If any of those risks and uncertainties materialize, actual results or events could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results or events to differ materially from those discussed in such forward-looking statements are the risks set forth in the section titled “Risk Factors” in our Annual Reports on Form 10-K, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and Quarterly Reports on Form 10-Q and in our other filings with the SEC that are incorporated by reference into this prospectus, the applicable prospectus supplement and any free writing prospectus. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain copies of such documents.

 

All forward-looking statements in this prospectus, the applicable prospectus supplement and any free writing prospectus, and the documents incorporated by reference therein are made only as of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

RISK FACTORS

 

Investing in our securities involves significant risks. You should review carefully the risks and uncertainties set forth in the section titled “Risk Factors” in our Annual Reports on Form 10-K, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and Quarterly Reports on Form 10-Q and in our other filings with the SEC that are incorporated by reference into this prospectus, the applicable prospectus supplement and any free writing prospectus. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial condition, as well as adversely affect the value of your investment in our securities. Additional risks not known to us or that we believe are immaterial may also adversely affect our business, operating results and financial condition and the value of your investment in our securities.

 

 
2

 

 

DESCRIPTION OF SECURITIES WE MAY OFFER

 

We may issue from time to time, in one or more offerings the following securities:

 

 

common shares;

 

 

preferred shares;

 

 

debt securities;

 

 

warrants exercisable for debt securities, common shares or preferred shares;

 

 

or rights to purchase any of such securities; and

 

 

units of debt securities, common shares, preferred shares, rights or warrants, in any combination.

 

This prospectus contains a summary of the material general terms of the various securities that we may offer. The specific terms of the securities will be described in a prospectus supplement and any related free writing prospectus and information incorporated by reference therein, which may be in addition to, or different from, the general terms summarized in this prospectus. Where applicable, the prospectus supplement, the information incorporated by reference or free writing prospectus will also describe any material U.S. federal income tax considerations relating to the securities offered and indicate whether the securities offered are or will be listed on any securities exchange. Any summaries contained in this prospectus and a prospectus supplement and any related free writing prospectus and information incorporated by reference therein may not contain all of the information that you may find useful. Accordingly, you should read the full documents relating to any securities offered pursuant to this prospectus. Please refer to the section of this prospectus titled “Where You Can Find More Information,” and “Incorporation of Certain Information by Reference” for information on how to obtain copies of such documents.

 

The terms of any particular offering, the initial offering price and the net proceeds to us will be contained in a prospectus supplement and any related free writing prospectus and information incorporated by reference therein relating to such offering.

 

DESCRIPTION OF common SHARES OF JMP GROUP LLC

 

General

 

The following summary of the material features of our common shares representing limited liability company interests in JMP Group LLC does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of our Amended and Restated Limited Liability Company Agreement of JMP Group LLC, dated as of January 1, 2015, or the LLC Agreement, and other applicable law. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy such document.

 

Pursuant to our LLC Agreement, we are currently authorized to issue 100,000,000 common shares and 10,000,000 preferred shares, in one or more series. The authorized common shares and preferred shares will be available for issuance without further action by our shareholders, unless such action is required by applicable law or the rules of any stock exchange. If the approval of our shareholders is not required, our board of directors may determine not to seek shareholder approval.

 

 
3

 

 

Common Shares

 

Dividends

 

Subject to provisions of the Delaware Limited Liability Company Act, or the LLC Act, and to any future rights which may be granted to the holders of any series of our preferred shares, dividends are paid on our common shares when and as declared by our board of directors out of funds legally available for dividend payments.

 

Voting rights

 

Each holder of our common shares is entitled to one vote per share on all matters submitted to a vote of our common shareholders. Holders of our common shares are not entitled to cumulative voting rights.

 

Liquidation

 

If we are liquidated, holders of our common shares are entitled to receive all remaining assets available for distribution to shareholders after satisfaction of our liabilities and the preferential rights of any of our preferred shares that may be outstanding at that time.

 

Preemptive rights

 

The holders of our common shares do not have any preemptive, conversion or redemption rights by virtue of their ownership of the common shares.

 

Preferred Shares

 

Our preferred shares may be issued in one or more series, and our board of directors is authorized to determine the designation and to fix the number of shares of each series. Our board of directors is further authorized to fix and determine the dividend rate, premium or redemption rates, conversion rights, voting rights, preferences, privileges, restrictions and other variations granted to, or imposed upon, any wholly unissued series of our preferred shares.

 

Prior to the issuance of a series of preferred shares, our board of directors will adopt resolutions and file a certificate of designation with the SEC. The certificate of designation will fix for each series the designation and number of shares and the rights, preferences, privileges and restrictions of the shares including, but not limited to, the following:

 

 

the maximum number of shares in the series and the distinctive designation;

 

 

voting rights, if any, of the preferred shares;

 

 

the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation applicable to the preferred shares;

 

 

whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred shares will accumulate;

 

 

the relative ranking and preferences of the preferred shares as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs;

 

 

the terms and conditions, if applicable, upon which the preferred shares will be convertible into common shares, another series of preferred shares, or any other class of securities being registered hereby, including the conversion price (or manner of calculation) and conversion period;

 

 

the provision for redemption, if applicable, of the preferred shares;

 

 
4

 

 

 

the provisions for a sinking fund, if any, for the preferred shares;

 

 

liquidation preferences;

 

 

any limitations on the issuance of any class or series of preferred shares ranking senior to, or on a parity with, the class or series of preferred shares as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and

 

 

any other specific terms, preferences, rights, limitations or restrictions of the preferred shares.

 

There shall be no limitation or restriction on any variation between any of the different series of preferred shares as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of preferred shares may, except as otherwise expressly provided in any prospectus supplement, document incorporated by reference or any free writing prospectus, as applicable, vary in any and all respects as fixed and determined by the resolutions of our board of directors or any committee thereof, providing for the issuance of the various series; provided, however, that all shares of any one series of preferred shares shall have the same designation, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions.

 

Except as otherwise required by law, or as otherwise fixed by resolutions of our board of directors with respect to one or more series of preferred shares, the entire voting power and all voting rights shall be vested exclusively in the common shares, and each holder of our common shares who at the time possesses voting power for any purpose shall be entitled to one vote for each share standing in such shareholder’s name on our books.

 

Certain Anti -Takeover Matters

 

Our LLC Agreement includes a number of provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include:

 

Advance Notice Requirements

 

Our LLC Agreement establishes advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of such shareholder proposals must be timely and given in writing to our Secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days, or more than 120 days, prior to the first anniversary of the date on which the Company first mailed its proxy materials for the previous year’s annual meeting. The notice must contain certain information specified in the LLC Agreement.

 

No Written Consent of Shareholders

 

Our LLC Agreement requires all shareholder actions to be taken by a vote of the shareholders at an annual or special meeting, and does not permit our shareholders to act by written consent without a meeting.

 

Preferred Shares

 

Our LLC Agreement provides for 10,000,000 authorized preferred shares. The existence of authorized but unissued preferred shares may enable the board of directors to render more difficult or may discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary duties, the board of directors were to determine that a takeover proposal is not in our best interests, the board of directors could cause preferred shares to be issued without shareholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquiror or insurgent shareholder or shareholder group. In this regard, the LLC Agreement grants our board of directors broad power to establish the rights and preferences of authorized and unissued preferred shares. The issuance of preferred shares could decrease the amount of earnings and assets available for distribution to holders of common shares. The issuance may also adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delaying, deterring or preventing a change of control of us.

 

 
5

 

 

Limitation of Liability and Indemnification Matters

 

Our LLC Agreement provides that our directors will not be liable to us or our shareholders for monetary damages for a breach of fiduciary duty as a director, except in certain cases where liability is mandated by the LLC Act. Our LLC Agreement also provides for indemnification, to the fullest extent permitted by law, by us of any person made, or threatened to be made a party to, or who is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was our director or officer, or at our request, serves or served as a director or officer of any other enterprise, against all expenses, liabilities, losses and claims actually incurred or suffered by such person in connection with the action, suit or proceeding. Our LLC Agreement also provides that, to the extent authorized from time to time by our board of directors, we may provide indemnification to any one or more employees and other agents to the extent and effect determined by the board of directors to be appropriate and authorized by the LLC Act. Our LLC Agreement also permits us to purchase and maintain insurance for the foregoing and we expect to maintain such insurance.

 

Listing

 

Our common shares are listed on the New York Stock Exchange and trade under the symbol “JMP.”

 

Transfer Agent and Registrar

 

The Transfer Agent and Registrar for our common shares is American Stock Transfer & Trust Company, N.A.

 

DESCRIPTION OF DEBT SECURITIES

 

The following sets forth certain general terms and provisions of the base indenture, to be entered into between us and an entity, identified in the applicable prospectus supplement and any related free writing prospectus, as trustee, under which the debt securities are to be issued from time to time. We have filed the base indenture as an exhibit to the registration statement of which this prospectus is a part. When the debt securities are offered in the future, the applicable offering material will explain the particular terms of those securities and the extent to which the general provisions may apply. The base indenture, as it may be supplemented, amended or modified from time to time, is referred to in this prospectus as the “indenture.” Wherever particular sections or defined terms of the indenture are referred to, it is intended that such sections or defined terms shall be incorporated herein by reference. In this section of the prospectus, the term “the Company” refers only to JMP Group Inc. and not to any other subsidiary.

 

This summary and any description of the indenture and any debt securities in the applicable prospectus supplement, information incorporated by reference or any related free writing prospectus is subject to and is qualified in its entirety by reference to all the provisions of the indenture, any indenture supplement and the terms of the debt securities, including, in each case, the definitions therein of certain terms. We will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of debt securities. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed. The specific terms of the debt securities as described in a prospectus supplement, information incorporated by reference or any related free writing prospectus will supplement and, if applicable, may modify or replace the general terms described in this section.

 

 
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The debt securities will represent unsecured general obligations of the Company, unless otherwise provided in the applicable offering material. As indicated in the applicable offering material, the debt securities will be either senior debt or subordinated debt.

 

General

 

The indenture does not limit the amount of debt securities that may be issued thereunder. The applicable prospectus supplement, documents incorporated by reference or any related free writing prospectus with respect to any debt securities will set forth the following terms of the debt securities offered pursuant thereto:

 

 

the title and series of such debt securities;

 

 

the aggregate principal amount and, if a series, the total amount authorized and the total amount outstanding;

 

 

the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;

 

 

any limit upon the aggregate principal amount of such debt securities of such series;

 

 

whether such debt securities will be in global or other form;

 

 

the date or dates and method or methods by which principal and any premium on such debt securities is payable;

 

 

the interest rate or rates (which may be fixed or variable) or, if applicable, the method by which such rate or rates will be determined, if any;

 

 

the date or dates on which any such interest will be payable and the method of payment;

 

 

whether and under what circumstances any additional amounts are payable with respect to such debt securities;

 

 

the notice, if any, to holders of such debt securities regarding the determination of interest on a floating rate debt security;

 

 

the basis upon which interest on such debt securities shall be calculated, if other than that of a 360-day year of twelve 30-day months;

 

 

the place or places where the principal and interest or additional amounts, if any, on such debt securities will be payable;

 

 

any redemption or sinking fund provisions, or the terms of any repurchase at the option of the holder of the debt securities;

 

 

the denominations of such debt securities, if other than $1,000 and integral multiples thereof;

 

 

any rights of the holders of such debt securities to convert the debt securities into, or exchange the debt securities for, other securities or property;

 

 

the terms, if any, on which payment of principal or any premium, interest or additional amounts on such debt securities will be payable in a currency other than U.S. dollars;

 

 
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the terms, if any, by which the amount of payments of principal or any premium, interest or additional amounts on such debt securities may be determined by reference to an index, formula, financial or economic measure or other methods;

 

 

if other than the principal amount hereof, the portion of the principal amount of such debt securities that will be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;

 

 

any events of default or covenants in addition to or in lieu of those described herein and remedies therefor;

 

 

whether such debt securities will be subject to defeasance or covenant defeasance;

 

 

the terms, if any, upon which such debt securities are to be issuable upon the exercise of warrants, units or rights;

 

 

any trustees and any authenticating or paying agents, transfer agents or registrars or any other agents with respect to such debt securities;

 

 

the terms, if any, on which such debt securities will be subordinate to other debt of the Company;

 

 

whether such debt securities will be guaranteed and the terms thereof;

 

 

whether such debt securities will be secured by collateral and the terms of such security; and

 

 

any other specific terms of such debt securities and any other deletions from or additions to or modifications of the indenture with respect to such debt securities.

 

Debt securities may be presented for exchange, conversion or transfer in the manner, at the places and subject to the restrictions set forth in the debt securities and the applicable offering material. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the indenture.

 

The indenture does not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a highly leveraged transaction or a change in control of the Company, except to the limited extent described below under “—Consolidation, Merger and Sale of Assets.”

 

Modification and Waiver

 

The indenture provides that supplements to the indenture and the applicable supplemental indentures may be made by the Company and the trustee for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or for the purpose of modifying in any manner the rights of the holders of debt securities of a series under the indenture or the debt securities of such series, with the consent of the holders of a majority (or such greater amount as is provided for a particular series of debt securities) in principal amount of the outstanding debt securities issued under such indenture that are affected by the supplemental indenture, voting as a single class; provided that no such supplemental indenture may, without the consent of the holder of each such debt security affected thereby, among other things:

 

(a)     change the stated maturity of the principal of, or any premium, interest or additional amounts on, such debt securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest or any additional amounts thereon, or reduce any premium payable on redemption thereof or otherwise, or reduce the amount of the principal of debt securities issued with original issue discount that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change the redemption provisions or adversely affect the right of repayment at the option of the holder, or change the place of payment or currency in which the principal of, or any premium, interest or additional amounts with respect to any debt security is payable, or impair or affect the right of any holder of debt securities to institute suit for the payment after such payment is due (except a rescission and annulment of acceleration with respect to a series of debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of such series and a waiver of the payment default that resulted from such acceleration);

 

 
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(b)     reduce the percentage of outstanding debt securities of any series, the consent of the holders of which is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or reduced quorum required for voting;

 

(c)     modify any of the provisions of the sections of such indenture relating to supplemental indentures with the consent of the holders, waivers of past defaults or securities redeemed in part, except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of each holder affected thereby; or

 

(d)     make any change that adversely affects the right to convert or exchange any security into or for common shares or other securities, cash or other property in accordance with the terms of the applicable debt security. The indenture provides that a supplemental indenture that changes or eliminates any covenant or other provision of the indenture that has expressly been included solely for the benefit of one or more particular series of debt securities, or that modifies the rights of the holders of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the indenture of the holders of debt securities of any other series.

 

The indenture provides that the Company and the trustee may, without the consent of the holders of any series of debt securities issued thereunder, enter into additional supplemental indentures for one of the following purposes:

 

(a)     to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in such indenture and in the debt securities issued thereunder;

 

(b)     to add to the covenants of the Company or to surrender any right or power conferred on the Company pursuant to the indenture;

 

(c)     to establish the form and terms of debt securities issued thereunder;

 

(d)     to evidence and provide for a successor trustee under such indenture with respect to one or more series of debt securities issued thereunder or to provide for or facilitate the administration of the trusts under such indenture by more than one trustee;

 

(e)     to cure any ambiguity, to correct or supplement any provision in the indenture that may be defective or inconsistent with any other provision of the indenture or to make any other provisions with respect to matters or questions arising under such indenture; provided that no such action pursuant to this clause (e) shall adversely affect the interests of the holders of any series of debt securities issued thereunder in any material respect;

 

(f)     to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of securities under the indenture;

 

(g)     to add any additional events of default with respect to all or any series of debt securities;

 

(h)     to supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge of any series of debt securities, provided that such action does not adversely affect the interests of any holder of an outstanding debt security of such series or any other security in any material respect;

 

(i)     to make provisions with respect to the conversion or exchange rights of holders of debt securities of any series;

 

 
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(j)       to pledge to the trustee as security for the debt securities of any series any property or assets;

 

(k)      to add guarantees in respect of the debt securities of one or more series;

 

(l)       to change or eliminate any of the provisions of the indenture, provided that any such change or elimination become effective only when there is no security of any series outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;

 

(m)     to provide for certificated securities in addition to or in place of global securities;

 

(n)     to qualify such indenture under the Trust Indenture Act of 1939, as amended;

 

(o)     with respect to the debt securities of any series, to conform the text of the indenture or the debt securities of such series to any provision of the description thereof in the Company’s offering memorandum or prospectus relating to the initial offering of such debt securities, to the extent that such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation of a provision of the indenture or such securities; or

 

(p)     to make any other change that does not adversely affect the rights of holders of any series of debt securities issued thereunder in any material respect.

 

Events of Default

 

Unless otherwise provided in any applicable prospectus supplement, documents incorporated by reference or free writing prospectus, the following will be events of default under the indenture with respect to each series of debt securities issued thereunder:

 

(a)     default for 30 days in the payment when due of interest on, or any additional amount in respect of, any series of debt securities;

 

(b)     default in the payment of principal or any premium on any series of the debt securities outstanding under the indenture when due;

 

(c)     default in the payment, if any, of any sinking fund installment when and as due by the terms of any debt security of such series, subject to any cure period that may be specified in any debt security of such series;

 

(d)     failure by the Company for 60 days after receipt by registered or certified mail of written notice from the trustee upon instruction from holders of at least 25% in principal amount of the then outstanding debt securities of such series to comply with any of the other agreements in the indenture and stating that such notice is a “Notice of Default” under the indenture; provided, that if such failure cannot be remedied within such 60-day period, such period shall be automatically extended by another 60 days so long as (i) such failure is subject to cure and (ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the indenture that results from a change in generally accepted accounting principles shall not be deemed to be an event of default;

 

(e)     certain events of bankruptcy, insolvency or reorganization of the Company; and

 

(f)     any other event of default provided in a supplemental indenture with respect to a particular series of debt securities, provided that any event of default that results from a change in generally accepted accounting principles shall not be deemed to be an event of default.

 

 
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In case an event of default specified in clause (a) or (b) above shall occur and be continuing with respect to any series of debt securities, holders of at least 25%, and in case an event of default specified in any clause other than clause (a), (b) or (e) above shall occur and be continuing with respect to any series of debt securities, holders of at least a majority in aggregate principal amount of the debt securities of such series then outstanding may declare the principal (or, in the case of discounted debt securities, the amount specified in the terms thereof) of such series to be due and payable. If an event of default described in (e) above shall occur and be continuing then the principal amount (or, in the case of discounted debt securities, the amount specified in the terms thereof) of all the debt securities outstanding shall be and become due and payable immediately, without notice or other action by any holder or the trustee, to the full extent permitted by law. Any past or existing default or event of default with respect to particular series of debt securities under such indenture may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series, except in each case a continuing default (1) in the payment of the principal of, any premium or interest on, or any additional amounts with respect to, any debt security of such series, or (2) in respect of a covenant or provision which cannot be modified or amended without the consent of each holder affected thereby.

 

The indenture provides that the trustee may withhold notice to the holders of any default with respect to any series of debt securities (except in payment of principal of or interest or premium on, or sinking fund payment in respect of, the debt securities) if the trustee considers it in the interest of holders to do so.

 

The indenture contains a provision entitling the trustee to be indemnified by the holders before proceeding to exercise any trust or power under the indenture at the request of such holders. The indenture provides that the holders of a majority in aggregate principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceedings for any remedy available to the trustee or of exercising any trust or power conferred upon the trustee with respect to the debt securities of such series; provided, however, that the trustee may decline to follow any such direction if, among other reasons, the trustee determines in good faith that the actions or proceedings as directed may not lawfully be taken or would be unduly prejudicial to the holders of the debt securities of such series not joining in such direction. The right of a holder to institute a proceeding with respect to a series of debt securities will be subject to certain conditions precedent including, without limitation, that in case of an event of default specified in clause (a), (b) or (e) of the first paragraph above under “—Events of Default,” holders of at least 25%, or in case of an event of default other than specified in clause (a), (b) or (e) of the first paragraph above under “—Events of Default”, holders of at least a majority, in aggregate principal amount of the debt securities of such series then outstanding make a written request upon the trustee to exercise its powers under such indenture, indemnify the trustee and afford the trustee reasonable opportunity to act. Notwithstanding the foregoing, the holder has an absolute right to receipt of the principal of, premium, if any, and interest when due on, the debt securities, to require conversion of debt securities if such indenture provides for convertibility at the option of the holder and to institute suit for the enforcement thereof.

 

Consolidation, Merger and Sale of Assets

 

The indenture provides that the Company may not directly or indirectly consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and properties and the assets and properties of its subsidiaries (taken as a whole) to another person in one or more related transactions unless the successor person is a person organized under the laws of any domestic jurisdiction and assumes the Company’s obligations on the debt securities issued thereunder, and under the indenture, and after giving effect thereto no event of default, and no event that, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing, and that certain other conditions are met.

 

Certain Covenants

 

Payment of Principal, any Premium, Interest or Additional Amounts . The Company will duly and punctually pay the principal of, and premium and interest on or any additional amounts payable with respect to, any debt securities of any series in accordance with their terms.

 

Maintenance of Office or Agency . The Company will be required to maintain an office or agency in each place of payment for each series of debt securities for notice and demand purposes and for the purposes of presenting or surrendering debt securities for payment, registration of transfer, or exchange.

 

 
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Reports . So long as any debt securities of a particular series are outstanding under the indenture, the Company will file with the trustee, within 30 days after the Company has filed the same with the SEC, unless such reports are available on the SEC’s EDGAR filing system (or any successor thereto), copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

 

Additional Covenants . Any additional covenants of the Company with respect to any series of debt securities will be set forth in the applicable prospectus supplement, documents incorporated by reference or free writing prospectus relating thereto.

 

Conversion Rights

 

The terms and conditions, if any, upon which the debt securities are convertible into common shares or preferred shares will be set forth in the applicable prospectus supplement, documents incorporated by reference or free writing prospectus relating thereto. Such terms will include the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders or the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of redemption of such debt securities and any restrictions on conversion.

 

Redemption; Repurchase at the Option of the Holder; Sinking Fund

 

The terms and conditions, if any, upon which (a) the debt securities are redeemable at the option of the Company, (b) the holder of debt securities may cause the Company to repurchase such debt securities or (c) the debt securities are subject to any sinking fund will be set forth in the applicable prospectus supplement, documents incorporated by reference or free writing prospectus relating thereto.

 

Repurchases on the Open Market

 

The Company or any affiliate of the Company may at any time or from time to time repurchase any debt security in the open market or otherwise. Such debt securities may, at the option of the Company or the relevant affiliate of the Company, be held, resold or surrendered to the trustee for cancellation.

 

Discharge, Defeasance and Covenant Defeasance

 

The indenture provides, with respect to each series of debt securities issued thereunder, that the Company may satisfy and discharge its obligations under such debt securities of a series and such indenture with respect to debt securities of such series if:

 

(a)      all debt securities of such series previously authenticated and delivered, with certain exceptions, have been accepted by the trustee for cancellation; or

 

(b)      (i)      the debt securities of such series have become due and payable, or mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the trustee for giving the notice of redemption and the Company irrevocably deposits in trust with the trustee, as trust funds solely for the benefit of the holders of such debt securities, for that purpose, money or governmental obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the trustee) to pay the entire indebtedness on the debt securities of such series to maturity or redemption, as the case may be, and pays all other sums payable by it under such indenture; and

 

 
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(ii)     the Company delivers to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the satisfaction and discharge of such indenture with respect to the debt securities of such series have been complied with.

 

Notwithstanding such satisfaction and discharge, the obligations of the Company to compensate and indemnify the trustee, to pay additional amounts, if any, in respect of debt securities in certain circumstances and to convert or exchange debt securities pursuant to the terms thereof and the obligations of the Company and the trustee to hold funds in trust and to apply such funds pursuant to the terms of the indenture, with respect to issuing temporary debt securities, with respect to the registration, transfer and exchange of debt securities, with respect to the replacement of mutilated, destroyed, lost or stolen debt securities and with respect to the maintenance of an office or agency for payment, shall in each case survive such satisfaction and discharge.

 

Unless inapplicable to debt securities of a series pursuant to the terms thereof, the indenture provides that (i) the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the debt securities issued thereunder of any series, and the provisions of such indenture will, except as noted below, no longer be in effect with respect to the debt securities of such series (“defeasance”) and (ii) (1) the Company may omit to comply with the covenant under “—Consolidation, Merger and Sale of Assets” and any other additional covenants established pursuant to the terms of such series, and such omission shall be deemed not to be an event of default under clause (d) or (f) of the first paragraph of “—Events of Default” and (2) the occurrence of any event described in clause (f) of the first paragraph of “—Events of Default” shall not be deemed to be an event of default, in each case with respect to the outstanding debt securities of such series ((1) and (2) of this clause (ii), “covenant defeasance”); provided that the following conditions shall have been satisfied with respect to such series:

 

(c)     the Company has irrevocably deposited in trust with the trustee as trust funds solely for the benefit of the holders of the debt securities of such series, for payment of the principal of and interest of the debt securities of such series, money or government obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the trustee) without consideration of any reinvestment to pay and discharge the principal of and accrued interest on the outstanding debt securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the trustee), as the case may be;

 

(d)     such defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, such indenture or any other material agreement or instrument to which the Company is a party or by which it is bound;

 

(e)     no event of default or event which with notice or lapse of time would become an event of default with respect to such debt securities of such series shall have occurred and be continuing on the date of such deposit;

 

(f)      the Company shall have delivered to such trustee an opinion of counsel as described in the indenture to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for U.S. income tax purposes as a result of the Company’s exercise of its option under this provision of such indenture and will be subject to U.S. income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance had not occurred;

 

(g)     the Company has delivered to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the defeasance contemplated have been complied with;

 

(h)     if the debt securities are to be redeemed prior to their maturity, notice of such redemption shall have been duly given or in another manner satisfactory to the trustee; and

 

(i)      any such defeasance or covenant defeasance shall comply with any additional or substitute terms provided for by the terms of such debt securities of such series.

 

 
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Notwithstanding a defeasance or covenant defeasance, the Company’s obligations with respect to the following in respect of debt securities of such series will survive with respect to such securities until otherwise terminated or discharged under the terms of the indenture or no debt securities of such series are outstanding:

 

(j)      the rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of, interest on or premium or additional amounts, if any, payable in respect of, such debt securities when such payments are due from the trust referred in clause (a) in the preceding paragraph;

 

(k)     the issuance of temporary debt securities, the registration, transfer and exchange of debt securities, the replacement of mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and holding payments in trust;

 

(l)      the rights, powers, trusts, duties and immunities of the trustee, and the Company’s obligations in connection therewith; and

 

(m)    the defeasance or covenant defeasance provisions of the indenture.

 

Regarding the Trustee

 

We will identify the trustee with respect to any series of debt securities in the prospectus supplement relating to the applicable debt securities. You should note that if the trustee becomes a creditor of ours, the indenture and the Trust Indenture Act of 1939 limit the rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates. If, however, the trustee acquires any “conflicting interest” within the meaning of the Trust Indenture Act of 1939, it must eliminate such conflict or resign.

 

The holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and is continuing, the trustee, in the exercise of its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or her own affairs. Subject to that provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities, unless they have offered to the trustee reasonable indemnity or security.

 

Applicable Law

 

The indenture provides that the debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

 

DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

 

The debt securities of any series issued under this prospectus may be guaranteed by one or more of our subsidiaries. However, the indenture will not require that any of our subsidiaries be a guarantor of any series of debt securities. As a result, the guarantors of any series of debt securities may differ from the guarantors of any other series of debt securities. If we issue a series of debt securities guaranteed by our subsidiaries, the identity of the specific subsidiary guarantors of the debt securities of that series will be identified in the applicable prospectus supplement.

 

If we issue a series of debt securities, we will describe the particular terms of any guarantees of such series in a prospectus supplement relating to that series, which we will file with the SEC.

 

 
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DESCRIPTION OF WARRANTS

 

General

 

We may issue warrants to purchase debt securities, common shares, preferred shares or any combination of these securities. We may issue the warrants independently or together with any underlying securities, and the warrants may be attached or separate from the underlying securities. We may also issue a series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

 

The following description is a summary of selected provisions relating to the warrants that we may issue. The summary is not complete. When warrants are offered in the future, a prospectus supplement, information incorporated by reference or free writing prospectus as applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the warrants as described in a prospectus supplement, information incorporated by reference or free writing prospectus will supplement and, if applicable, may modify or replace the general terms described in this section.

 

This summary and any description of warrants in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to, and is qualified in its entirety by reference to, all the provisions of any specific warrant document or agreement, which we will file with the SEC for incorporation by reference into this prospectus. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a warrant document when it is filed.

 

When we refer to a series of warrants, we mean all warrants issued as part of the same series under the applicable warrant agreement.

 

Terms

 

The applicable prospectus supplement, information incorporated by reference or free writing prospectus, may describe the terms of any warrants that we may offer, including but not limited to the following:

 

 

the title of the warrants;

 

 

the total number of warrants;

 

 

the price or prices at which the warrants will be issued;

 

 

the currency or currencies that investors may use to pay for the warrants;

 

 

the date on which the right to exercise the warrants will commence and the date on which the right will expire;

 

 

whether the warrants will be issued in registered form or bearer form;

 

 

information with respect to book-entry procedures, if any;

 

 

if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

 

 

if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

 

 
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if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

 

 

if applicable, a discussion of material U.S. federal income tax considerations;

 

 

if applicable, the terms of redemption of the warrants;

 

 

the identity of the warrant agent, if any;

 

 

the procedures and conditions relating to the exercise of the warrants; and

 

 

any other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.

 

Holders of warrants will not be entitled:

 

 

to vote, consent or receive dividends;

 

 

receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or

 

 

exercise any rights as shareholders.

 

Warrant Agreements

 

We may issue the warrants in one or more series under one or more warrant agreements, each to be entered into between us and a bank, trust company, or other financial institution as warrant agent. We may add, replace or terminate warrant agents from time to time. We may also choose to act as our own warrant agent or may choose one of our subsidiaries to do so.

 

The warrant agent under a warrant agreement will act solely as our agent in connection with the warrants issued under that agreement. The warrant agent will not assume any obligation or relationship of agency or trust for or with any holders of those warrants. Any holder of warrants may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise those warrants in accordance with their terms. Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the warrant property purchasable upon exercise of the warrant.

 

Form, Exchange and Transfer

 

We may issue the warrants in registered form or bearer form. Warrants issued in registered form, i.e., book-entry form, will be represented by a global security registered in the name of a depository, which will be the holder of all the warrants represented by the global security. Those investors who own beneficial interests in a global warrant will do so through participants in the depository’s system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants. In addition, we may issue warrants in non-global form, i.e., bearer form. If any warrants are issued in non-global form, warrant certificates may be exchanged for new warrant certificates of different denominations, and holders may exchange, transfer, or exercise their warrants at the warrant agent’s office or any other office indicated in the applicable prospectus supplement, information incorporate by reference or free writing prospectus.

 

Prior to the exercise of their warrants, holders of warrants exercisable for debt securities will not have any of the rights of holders of the debt securities purchasable upon such exercise and will not be entitled to payments of principal (or premium, if any) or interest, if any, on the debt securities purchasable upon such exercise. Prior to the exercise of their warrants, holders of warrants exercisable for preferred shares or common shares will not have any rights of holders of the preferred shares or common shares purchasable upon such exercise and will not be entitled to dividend payments, if any, or voting rights of the preferred shares or common shares purchasable upon such exercise.

 

 
16

 

 

Exercise of Warrants

 

A warrant will entitle the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable as described in, the applicable prospectus supplement, information incorporated by reference or free writing prospectus. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement, information incorporated by reference or free writing prospectus. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be redeemed as set forth in the applicable prospectus supplement, information incorporated by reference or free writing prospectus.

 

Warrants may be exercised as set forth in the applicable prospectus supplement, information incorporated by reference or free writing prospectus. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, information incorporated by reference or free writing prospectus, we will forward, as soon as practicable, the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

 

DESCRIPTION OF RIGHTS

 

General

 

We may issue rights to purchase our debt securities, common shares, preferred shares or other securities. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the rights in such offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

 

Each series of rights will be issued under a separate rights agreement which we will enter into with a bank or trust company, as rights agent, all of which will be set forth in the relevant offering material. The rights agent will act solely as our agent in connection with the certificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights.

 

The following description is a summary of selected provisions relating to rights that we may offer. The summary is not complete. When rights are offered in the future, a prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the rights as described in a prospectus supplement, information incorporated by reference and any free writing prospectus, or other offering material will supplement and, if applicable, may modify or replace the general terms described in this section.

 

This summary and any description of rights in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to, and is qualified in its entirety by reference to, the rights agreement and the rights certificates. We will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of rights. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed.

 

 
17

 

 

The applicable prospectus supplement, information incorporated by reference or free writing prospectus may describe:

 

 

in the case of a distribution of rights to our shareholders, the date of determining the shareholders entitled to the rights distribution;

 

 

in the case of a distribution of rights to our shareholders, the number of rights issued or to be issued to each shareholder;

 

 

the exercise price payable for each share of debt securities, common shares, preferred shares or other securities upon the exercise of the rights;

 

 

the number and terms of the shares of debt securities, common shares, preferred shares or other securities which may be purchased per each right;

 

 

the extent to which the rights are transferable;

 

 

the date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;

 

 

the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;

 

 

if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights; and

 

 

any other terms of the rights, including, but not limited to, the terms, procedures, conditions and limitations relating to the exchange and exercise of the rights.

 

The provisions described in this section, as well as those described under sections of this prospectus titled “Description of Debt Securities” and “Description of Capital Stock,” will apply, as applicable, to any rights we offer.

 

DESCRIPTION OF UNITS

 

General

 

We may issue units composed of any combination of our debt securities, common shares, preferred shares and warrants. We will issue each unit so that the holder of the unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

 

The following description is a summary of selected provisions relating to units that we may offer. The summary is not complete. When units are offered in the future, a prospectus supplement, information incorporated by reference or any related free writing prospectus as applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the units as described in a prospectus supplement or information incorporated by reference will supplement and, if applicable, may modify or replace the general terms described in this section.

 

This summary and any description of units in the applicable prospectus supplement, information incorporated by reference or free writing prospectus is subject to, and is qualified in its entirety by reference to, the unit agreement, collateral arrangements and depositary arrangements, if applicable. We will file these documents with the SEC for incorporation by reference into this prospectus. Please refer to the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed.

 

 
18

 

 

The applicable prospectus supplement, information incorporated by reference or any related free writing prospectus may describe:

 

 

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

 

 

any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units;

 

 

whether the units will be issued in fully registered or global form; and

 

 

any other terms of the units.

 

The applicable provisions described in this section, as well as those sections of this prospectus titled “Description of Debt Securities,” “Description of Common Shares of JMP Group LLC” and “Description of Warrants,” will apply to each unit and to each security included in each unit, respectively.

 

RATIO OF EARNINGS TO FIXED CHARGES

 

The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings from continuing operations before income taxes, and cumulative effect of a change in accounting principle adjusted to exclude income or loss from equity investees and noncontrolling interest in pre-tax income (loss) of subsidiaries that did not have fixed charges. Fixed charges consist of interest expense primarily related to borrowings under our credit facility and interest expense incurred on asset-backed securities issued and on our 8.00% Senior Notes due 2023 and our 7.25% Senior Notes due 2021. This table is qualified by the more detailed information appearing in the computation table set forth in Exhibit 12.1 to the registration statement, of which this prospectus is a part.

 

   

Year Ended

   

Year Ended

   

Year Ended

   

Year Ended

   

Year Ended

 
   

December 31, 2016

   

December 31, 2015

   

December 31, 2014

   

December 31, 2013

   

December 31, 2012

 

Ratio of earnings to fixed charges

    1.03x       1.11x       1.83x       1.61x       1.12x  

 

 

USE OF PROCEEDS

 

We will have broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus and investors will be relying on the judgment of our management regarding the application of the proceeds. Unless otherwise indicated in the applicable prospectus supplement, any related free writing prospectus or information incorporated by reference, we intend to use the net proceeds from the sale of securities for general corporate purposes. We will set forth in the applicable prospectus supplement and any related free writing prospectus our intended use for the net proceeds received from the sale of any securities.

 

PLAN OF DISTRIBUTION

 

We may sell the securities covered by this prospectus to one or more underwriters or dealers, through agents, directly to one or more purchasers, through rights offerings or otherwise. We will describe the terms of the offering of the securities in a prospectus supplement, information incorporated by reference or any related free writing prospectus, including:

 

 

the terms of the offer;

 

 

the name or names of any underwriters, including any managing underwriters, as well as any dealers or agents;

 

 
19

 

 

 

the amount of securities to be sold and any over-allotment option under which the underwriters, if any, may purchase additional securities from us;

 

 

the purchase price of the securities and the net proceeds we will receive from the sale;

 

 

any delayed delivery obligations to take the securities;

 

 

the nature of the underwriters’ obligations to take the securities;

 

 

the purchase price of the securities and the net proceeds we will receive from the sale;

 

 

any underwriting discounts, commissions and other items constituting underwriters’ compensation, and any commissions paid to agents;

 

 

any discounts or concessions allowed or reallowed or paid to dealers;

 

 

in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation;

 

 

any securities exchange or market on which the securities may be listed;

 

 

any public offering price; and

 

 

other facts material to the transaction.

 

Only underwriters we name in the prospectus supplement, information incorporated by reference or any related free writing prospectus are underwriters of the securities offered thereby.

 

The distribution of securities may be effected, from time to time, in one or more transactions, including:

 

 

block transactions (which may involve crosses) and transactions on the New York Stock Exchange or any other organized market where the securities may be traded;

 

 

purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;

 

 

ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

 

 

sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

 

 

sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

 

The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.

 

 
20

 

 

We may also make direct sales through subscription rights distributed to our existing shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to our shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.

 

Some or all of the securities that we offer though this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities that we offer.

 

In addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement or pricing supplement, as the case may be. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement or pricing supplement, as the case may be.

 

Agents may, from time to time, solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement, document incorporated by reference or any related free writing prospectus, as applicable, any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.

 

If underwriters are used in an offering, securities will be acquired by the underwriters for their own account and may be resold, from time to time, in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus, and the applicable prospectus supplement and any related free writing prospectus will be used by the underwriters to resell the securities.

 

If a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement, document incorporated by reference or any related free writing prospectus, as applicable, the name of the dealer and the terms of the transactions.

 

We may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement, document incorporated by reference or any related free writing prospectus, as applicable, will describe the terms of any such sales, including the terms of any bidding or auction process, if used.

 

Agents, underwriters and dealers may be entitled under agreements, which may be entered into with us, to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement, document incorporated by reference or any related free writing prospectus, as applicable, will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us, our subsidiaries or affiliates in the ordinary course of business.

 

 
21

 

 

Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.

 

Any person participating in the distribution of common shares registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common shares by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common shares to engage in market-making activities with respect to our common shares. These restrictions may affect the marketability of our common shares and the ability of any person or entity to engage in market-making activities with respect to our common shares.

 

Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities may occur, they will be described in the applicable prospectus supplement.

 

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

 

All securities we offer other than common shares will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

 

JMP Securities LLC, our wholly-owned subsidiary, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and may participate in distributions of the offered securities. Accordingly, offerings of offered securities in which JMP Securities LLC participates will conform to the requirements set forth in FINRA Rule 5121 and/or any other rule which might complement, substitute or supersede FINRA Rule 5121.

 

LEGAL MATTERS

 

Orrick, Herrington & Sutcliffe LLP, San Francisco, California, will pass upon the validity of the securities offered hereby.

 

EXPERTS

 

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available at www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common shares are listed.

 

 
22

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC and applicable law permits us to “incorporate by reference” into this prospectus information that we have or may in the future file with, or furnish to, the SEC. This means that we can disclose important information by referring you to those documents. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus.

 

We incorporate by reference into this prospectus the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

 

 

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 14, 2017;

 

 

The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 from our Definitive Proxy Statement on Schedule 14A, to be filed with the SEC;

 

 

Our Current Report on Form 8-K filed with the SEC on April 6, 2017;

 

 

The description of our common shares contained in the Registration Statement on Form S-4, which became effective on October 31, 2014, including any amendment or report filed for the purposes of updating such description; and

 

 

All documents filed by JMP Group LLC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that are filed (excluding, however, information we furnish to the SEC) (i) by us after the date of the initial registration statement and prior to its effectiveness and (ii) by us after the date of this prospectus and prior to the termination of any offering under this registration statement.

 

Any statement contained in this prospectus, or in a document all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any applicable prospectus supplement and any related free writing prospectus or any document incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

 

Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus.

 

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. Written or telephone requests should be directed to JMP Group LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Attention: Investor Relations; telephone (415) 835-8978.

 

 
23

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14.       Other Expenses of Issuance and Distribution

 

The following table sets forth the costs and expenses payable in connection with the offerings described in this registration statement. All of the amounts shown are estimates except the registration fee.

 

SEC registration fee

  $ 5,795  
         

FINRA filing fee

    8,000  
         

Accounting fees and expenses

    *  
         

Legal fees and expenses

    *  
         

NYSE Listing fees

    *  
         

Printing fees

    *  
         

Trustee fees and expenses

    *  
         

Transfer agent fees and expenses

    *  
         

Miscellaneous fees and expenses

    *  
         

Total

  $ *  

 

 


 

 

*

These expenses depend upon the number of issuances and cannot be estimated at this time. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

 

Item 15.      Indemnification of Directors and Officers

 

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Further, section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in a limited liability company agreement, a Delaware limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

 

The LLC Agreement provides in effect that, subject to certain limited exceptions, JMP Group LLC may indemnify the directors and officers of each of JMP Group LLC and JMP Group Inc. to the extent authorized and permitted by the Delaware General Corporation Law (in the case of JMP Group LLC, as if it were a Delaware corporation and such directors and officers were directors and officers of a Delaware corporation). The registrant has also maintained policies to insure the directors and officers of each of JMP Group LLC and JMP Group Inc., subject to the limits of the policies, against certain losses arising from any claims made against them by reason of being or having been such directors or officers. In addition, JMP Group LLC has entered into contracts with certain of its directors and officers providing for indemnification of such persons by the registrant to the full extent authorized or permitted by law, subject to certain limited exceptions.

 

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit.

 

 
II-1

 

 

The LLC Agreement provides that, to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law and applicable statutory and decisional law, a director of JMP Group LLC or JMP Group Inc. shall not be liable to the applicable registrant or its shareholders for monetary damages for breach of fiduciary duty as a director.

 

Item 16.      Exhib i ts

 

Exhibit No.

Description

   

1.1*

Form of Underwriting Agreement with respect to Debt Securities.

   

1.2*

Form of Underwriting Agreement with respect to Common Shares.

   

1.3*

Form of Underwriting Agreement with respect to Preferred Shares.

   

1.4*

Form of Underwriting Agreement with respect to Warrants.

   

1.5*

Form of Underwriting Agreement with respect to Units.

   

2.1

Agreement and Plan of Merger, dated as of August 20, 2014, by and among JMP Group LLC, JMP Group Inc. and JMP Merger Corp. (incorporated by reference to Exhibit 2.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on August 20, 2014).

   

4.1

Form of specimen share certificate for common shares representing limited liability company interests in JMP Group LLC (incorporated by reference to Exhibit 4.1 to JMP Group LLC’s Post-Effective Amendment No. 1 to the registration statement on Form S-3 (File No. 333-197583) filed on January 27, 2015).

   

4.2

Indenture between JMP Group Inc. and U.S. Bank National Association with respect to Debt Securities (incorporated by reference to Exhibit 4.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 25, 2013).

   

4.3

First Supplemental Indenture dated as of January 25, 2013, between JMP Group Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 25, 2013).

   

4.4

Form of 8.00% Senior Note due 2023 (included as Exhibit A to Exhibit 4.3 above) .

   

4.5

Second Supplemental Indenture dated as of January 29, 2014, between JMP Group Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 30, 2014).

   

4.6

Form of 7.25% Senior Note due 2021 (included as Exhibit A to Exhibit 4.5 above).

   

4.7

Second Amended and Restated Credit Agreement, by and among JMP Group Inc., certain lenders and City National Bank dated as of April 30, 2014 (incorporated by reference to Exhibit 10.30 to JMP Group Inc.’s quarterly report on Form 10-Q ( File No. 001-33448) filed on May 1, 2014).

   

4.8

Third Supplemental Indenture, dated as of October 15, 2014, by and among JMP Group Inc., JMP Group LLC, JMP Investment Holdings LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to JMP Group LLC’s current report on Form 8-K (File No. 001-36802) filed on January 2, 2015).

 

 
II-2

 

 

Exhibit No. Description
   

4.9*

Form of Specimen Preferred Share Certificate.

   

4.10*

Form of Certificate of Designation of Preferred Shares.

   

4.11*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Debt Securities.

   

4.12*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Common Shares.

   

4.13*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Preferred Shares.

   

4.14*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Units.

   

4.15*

Form of Unit Agreement (including Unit Certificate).

   

4.16*

Form of Rights Agreement (including Form of Rights Certificate).

   

4.17*

Form of Subscription Agreement (incorporated by reference to Exhibit 4.15 to JMP Group, Inc.’s registration statement on Form S-3 (File No. 333-161538) filed on August 25, 2009).

   

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

   

12.1

Statement regarding computation of ratio of earnings to fixed charges.

   

23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

   

23.2

Consent of PricewaterhouseCoopers LLP.

   

24.1

Powers of Attorney (included on signature pages to this registration statement).

   

25.1

Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Debt Trustee (incorporated by reference to Exhibit 25.1 to JMP Group Inc.’s Form S-3 (333-197583) filed on July 23, 2014).

 


 

*

To be filed as an amendment or as an exhibit to a filing under the Exchange Act and incorporated by reference into this registration statement.

 

 

Item 17.      Undertakings

 

The undersigned registrant hereby undertakes:

 

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)     to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

 
II-3

 

 

(ii)    to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided , however , that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)     Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(5)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

 
II-4

 

 

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(6)     That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(7)     To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

 

(8)     To use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Act, and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.

 

(9)     To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939.

 

(10)   That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

 
II-5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 20th day of April, 2017.

 

 

JMP GROUP LLC

     
  By:

/s/ Joseph A. Jolson

   

Joseph A. Jolson

   

Chairman and Chief Executive Officer

 

 
II-6

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Joseph A. Jolson, Raymond S. Jackson and Walter Conroy as his true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

 

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated with respect to JMP Group LLC and on the dates indicated.

 

Signature

 

Title

 

Date

         

/s/ Joseph A. Jolson

 

Director, Chairman and Chief Executive Officer

 

April 20, 2017

Joseph A. Jolson

 

(Principal Executive Officer)

   
         

/s/ Raymond S. Jackson

 

Chief Financial Officer (Principal Financial and

 

April 20, 2017

Raymond S. Jackson

 

Accounting officer)

   
         

/s/ Craig R. Johnson

 

Director

 

April 20, 2017

Craig R. Johnson

       
         

/s/ David M. DiPietro

 

Director

 

April 20, 2017

David M. DiPietro

       
         

/s/ Kenneth M. Karmin

 

Director

 

April 20, 2017

Kenneth M. Karmin

       
         

/s/ Mark L. Lehmann

 

Director

 

April 20, 2017

Mark L. Lehmann

       
         

/s/ H. Mark Lunenburg

 

Director

 

April 20, 2017

H. Mark Lunenburg

       
         

/s/ Jonathan Orszag

 

Director

 

April 20, 2017

Jonathan Orszag

       
         

/s/ Carter D. Mack

 

Director

 

April 20, 2017

Carter D. Mack

       
         

/s/ Glenn H. Tongue

 

Director

 

April 20, 2017

Glenn H. Tongue

       

 

 
II-7

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 20th day of April, 2017.

 

 

JMP GROUP INC.

     
  By:

/s/ Joseph A. Jolson

   

Joseph A. Jolson

   

Chairman and Chief Executive Officer

 

 
II-8

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Joseph A. Jolson, Raymond S. Jackson and Walter Conroy as his true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

 

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated with respect to JMP Group Inc. and on the dates indicated.

 

Signature

 

Title

 

Date

         

/s/ Joseph A. Jolson

 

Director, Chairman and Chief Executive Officer

 

April 20, 2017

Joseph A. Jolson

 

(Principal Executive Officer)

   
         

/s/ Raymond S. Jackson

 

Chief Financial Officer (Principal Financial and

 

April 20, 2017

Raymond S. Jackson

 

Accounting officer)

   
         

/s/ Craig R. Johnson

 

Director

 

April 20, 2017

Craig R. Johnson

       
         

/s/ David M. DiPietro

 

Director

 

April 20, 2017

David M. DiPietro

       
         

/s/ Kenneth M. Karmin

 

Director

 

April 20, 2017

Kenneth M. Karmin

       
         

/s/ Mark L. Lehmann

 

Director

 

April 20, 2017

Mark L. Lehmann

       
         

/s/ H. Mark Lunenburg

 

Director

 

April 20, 2017

H. Mark Lunenburg

       
         

/s/ Jonathan Orszag

 

Director

 

April 20, 2017

Jonathan Orszag

       
         

/s/ Carter D. Mack

 

Director

 

April 20, 2017

Carter D. Mack

       
         

/s/ Glenn H. Tongue

 

Director

 

April 20, 2017

Glenn H. Tongue

       

 

 
II-9

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 20th day of April, 2017.

 

 

JMP INVESTMENT HOLDINGS LLC

 

By: JMP Group LLC, its sole member and manager

     
     
  By:

/s/ Joseph A. Jolson

   

Joseph A. Jolson

   

Chairman and Chief Executive Officer

 

 
II-10

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Joseph A. Jolson, Raymond S. Jackson and Walter Conroy as his true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

 

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, on behalf of JMP Group LLC, as managing member of the JMP Investment Holdings LLC, in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

         

/s/ Joseph A. Jolson

 

Director, Chairman and Chief Executive Officer

 

April 20, 2017

Joseph A. Jolson

 

(Principal Executive Officer)

   
         

/s/ Raymond S. Jackson

 

Chief Financial Officer (Principal Financial and

 

April 20, 2017

Raymond S. Jackson

 

Accounting officer)

   
         

/s/ Craig R. Johnson

 

Director

 

April 20, 2017

Craig R. Johnson

       
         

/s/ David M. DiPietro

 

Director

 

April 20, 2017

David M. DiPietro

       
         

/s/ Kenneth M. Karmin

 

Director

 

April 20, 2017

Kenneth M. Karmin

       
         

/s/ Mark L. Lehmann

 

Director

 

April 20, 2017

Mark L. Lehmann

       
         

/s/ H. Mark Lunenburg

 

Director

 

April 20, 2017

H. Mark Lunenburg

       
         

/s/ Jonathan Orszag

 

Director

 

April 20, 2017

Jonathan Orszag

       
         

/s/ Carter D. Mack

 

Director

 

April 20, 2017

Carter D. Mack

       
         

/s/ Glenn H. Tongue

 

Director

 

April 20, 2017

Glenn H. Tongue

       

 

 
II-11

 

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

   

1.1*

Form of Underwriting Agreement with respect to Debt Securities.

   

1.2*

Form of Underwriting Agreement with respect to Common Shares.

   

1.3*

Form of Underwriting Agreement with respect to Preferred Shares.

   

1.4*

Form of Underwriting Agreement with respect to Warrants.

   

1.5*

Form of Underwriting Agreement with respect to Units.

   

2.1

Agreement and Plan of Merger, dated as of August 20, 2014, by and among JMP Group LLC, JMP Group Inc. and JMP Merger Corp. (incorporated by reference to Exhibit 2.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on August 20, 2014).

   

4.1

Form of specimen share certificate for common shares representing limited liability company interests in JMP Group LLC (incorporated by reference to Exhibit 4.1 to JMP Group LLC’s Post-Effective Amendment No. 1 to the registration statement on Form S-3 (File No. 333-197583) filed on January 27, 2015).

   

4.2

Indenture between JMP Group Inc. and U.S. Bank National Association with respect to Debt Securities (incorporated by reference to Exhibit 4.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 25, 2013).

   

4.3

First Supplemental Indenture dated as of January 25, 2013, between JMP Group Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 25, 2013).

   

4.4

Form of 8.00% Senior Note due 2023 (included as Exhibit A to Exhibit 4.3 above) .

   

4.5

Second Supplemental Indenture dated as of January 29, 2014, between JMP Group Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to JMP Group Inc.’s current report on Form 8-K (File No. 001-33448) filed on January 30, 2014).

   

4.6

Form of 7.25% Senior Note due 2021 (included as Exhibit A to Exhibit 4.5 above).

   

4.7

Second Amended and Restated Credit Agreement, by and among JMP Group Inc., certain lenders and City National Bank dated as of April 30, 2014 (incorporated by reference to Exhibit 10.30 to JMP Group Inc.’s quarterly report on Form 10-Q ( File No. 001-33448) filed on May 1, 2014).

   

4.8

Third Supplemental Indenture, dated as of October 15, 2014, by and among JMP Group Inc., JMP Group LLC, JMP Investment Holdings LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to JMP Group LLC’s current report on Form 8-K (File No. 001-36802) filed on January 2, 2015).

   

4.9*

Form of Specimen Preferred Share Certificate.

   

4.10*

Form of Certificate of Designation of Preferred Shares.

 

 

 

 

Exhibit No. Description
   

4.11*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Debt Securities.

   

4.12*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Common Shares.

   

4.13*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Preferred Shares.

   

4.14*

Form of Warrant Agreement (including Warrant Certificate) with respect to Warrants to purchase Units.

   

4.15*

Form of Unit Agreement (including Unit Certificate).

   

4.16*

Form of Rights Agreement (including Form of Rights Certificate).

   

4.17*

Form of Subscription Agreement (incorporated by reference to Exhibit 4.15 to JMP Group, Inc.’s registration statement on Form S-3 (File No. 333-161538) filed on August 25, 2009).

   

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

   

12.1

Statement regarding computation of ratio of earnings to fixed charges.

   

23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

   

23.2

Consent of PricewaterhouseCoopers LLP.

   

24.1

Powers of Attorney (included on signature pages to this registration statement).

   

25.1

Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Debt Trustee (incorporated by reference to Exhibit 25.1 to JMP Group Inc.’s Form S-3 (333-197583) filed on July 23, 2014).

 

 


 

*

To be filed as an amendment or as an exhibit to a document filed under the Exchange Act and incorporated by reference into this registration statement.

 

Exhibit 5.1

 

 

 

 

 

Orrick, Herrington & Sutcliffe LLP

The Orrick Building
405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

 

 

April 20, 2017

 

JMP Group LLC

JMP Group Inc.

JMP Investment Holdings LLC
600 Montgomery Street, Suite 1100

San Francisco, CA 94111

 

 

Re:

Registration Statement on Form S-3

    Filed April 20 , 2017

 

Ladies and Gentlemen:

 

At your request, we have examined the Registration Statement on Form S-3 (the “Registration Statement”), as may be amended and filed with the U.S. Securities and Exchange Commission (the “Commission”) relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by JMP Group LLC, a Delaware limited liability company (“JMP LLC”), JMP Group Inc., a Delaware corporation (“JMP INC.”) and JMP Investment Holdings LLC, a Delaware limited liability company (“Holdings”) (JMP LLC, JMP INC. and Holdings, collectively or individually, as applicable, are the “Company”), of the following securities in the aggregate amount of up to $150,000,000 or the equivalent thereof in one or more foreign currencies: (a) common shares of the Company (the “Common Stock”), including Common Stock that may be issued upon conversion of Preferred Stock, Debt Securities or the Warrants (all of the foregoing are defined below); (b) preferred shares of the Company (the “Preferred Stock”), including Preferred Stock that may be issued upon conversion of the Debt Securities or the Warrants; (c) senior and subordinated debt securities of the Company (collectively, the “Debt Securities”); (d) guarantees of the Debt Securities (the “Guarantees”); (e) warrants to purchase Common Stock, Preferred Stock and Debt Securities (collectively, the “Warrants”); (f) rights to purchase Common Stock, Preferred Stock and Debt Securities (collectively, the “Rights”); and (g) units of Common Stock, Preferred Stock, Debt Securities, Warrants or Rights, in any combination, together or separately (collectively, the “Units”).

 

The offering of the Common Stock, Preferred Stock, Debt Securities, Guarantees, the Warrants, the Rights and the Units (collectively, the “Securities”) will be as set forth in the prospectus contained in the Registration Statement, as may be supplemented from time to time by one or more supplements (the “Prospectus”). The Debt Securities may be issued pursuant to indenture between the Company and U.S. Bank National Association in the form included as Exhibit 4.2 to the Registration Statement, as such indenture may be supplemented from time to time (the “Indenture”).

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Debt Securities, the Guarantees, the Rights and the Warrants, and the validity of the Common Stock, the Preferred Stock and the Units.

 

 
 

 

 

Exhibit 5.1

 

 

We have examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company and other persons and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

 

We have assumed that the Indenture, any warrant agreement relating to the Warrants, any rights agreement relating to the Rights, any unit agreement relating to the Units and the issuance and sale of the Securities by the Company will not, in each case, violate or constitute a default or breach under: (a) any agreement or instrument to which the Company or its properties is subject; (b) any law, rule or regulation to which the Company is subject; (c) any judicial or regulatory order or decree of any governmental authority; or (d) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority.

 

Based on and subject to the foregoing, and assuming that: (a) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (b) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (c) a prospectus supplement, which will comply with all applicable laws, will have been prepared and filed with the Commission describing the Securities offered thereby; (d) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (e) a definitive purchase, underwriting or similar agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (f) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of opinion that:

 

1.     The Common Stock will be validly issued, fully paid and nonassessable at such time as: (a) the terms of the issuance and sale of the Common Stock have been duly authorized by appropriate action of the Company; and (b) the Common Stock has been duly issued and sold as contemplated by the Registration Statement, the Prospectus and any prospectus supplement relating thereto.

 

2.     The Preferred Stock will be validly issued, fully paid and nonassessable at such time as: (a) the terms of the issuance and sale of the Preferred Stock have been duly authorized by appropriate action of the Company; and (b) the Preferred Stock has been duly issued and sold as contemplated by the Registration Statement, the Prospectus and any prospectus supplement relating thereto.

 

3.     The Debt Securities (including any Debt Securities duly issued upon the exchange or conversion of any Debt Securities that are exchangeable or convertible into another series of Debt Securities) and the Guarantees will constitute legally valid and binding obligations of the Company at such time as: (a) the Indenture has been duly authorized, executed and delivered by the Company and U.S. Bank National Association; (b) such trustee is qualified to act as trustee under such Indenture; (c) the forms and the terms of the Debt Securities and the Guarantees and their issuance and sale have been approved by appropriate action of the Company and the Debt Securities and the Guarantees have been duly executed, authenticated and delivered by the Company in accordance with the Indenture; (d) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; and (e) the Debt Securities and the Guarantees have been issued and sold as contemplated by the Registration Statement, the Prospectus and any prospectus supplement relating thereto and the Indenture.

 

4.     The Warrants will be valid and legally binding obligations of the Company at such time as: (a) the terms of the Warrants and their issuance and sale have been approved by appropriate action of the Company and the applicable warrant agent; and (b) the Warrants have been duly executed, authenticated and delivered in accordance with the applicable warrant agreement.

 

 
 

 

 

Exhibit 5.1

 

 

5.     The Rights will be valid and legally binding obligations of the Company at such time as: (a) the terms of the Rights and their issuance and sale have been approved by appropriate action of the Company and the applicable rights agent; and (b) the Rights have been duly executed, authenticated and delivered in accordance with the applicable rights agreement.

 

6.     The Units will be valid and legally binding obligations of the Company at such time as: (a) the terms of the Units and their issuance and sale have been approved by appropriate action of the Company and the applicable units agent; and (b) the Units have been duly executed, authenticated and delivered in accordance with the applicable units agreement.

 

The opinions set forth in paragraphs (3) through (6) above are subject, as to enforcement, to (a) the effect of bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or similar laws relating to, or affecting the rights of, creditors generally; (b) the general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the rules governing the availability of specific performance or injunctive relief, whether enforcement is sought in a proceeding in equity or at law; and (c) the provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars.

 

We express no opinion as to laws other than the laws of the State of California, the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act with respect to the opinions set forth above, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of the State of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

 

 

Sincerely,

   

 

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

   

 

ORRICK, HERRINGTON & SUTCLIFFE LLP

 

Exhibit 12.1

 

 

JMP GROUP llc

 

STATEMENT REGARDING COMPUTATION OF

 

RATIO OF EARNINGS TO FIXED CHARGES

 

The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings from continuing operations before income taxes, and cumulative effect of a change in accounting principle adjusted to exclude income or loss from equity investees and noncontrolling interest in pre-tax income (loss) of subsidiaries that did not have fixed charges. Fixed charges consist of interest expense primarily related to borrowings under our credit facility and interest expense incurred on asset-backed securities issued and on our 8.00% Senior Notes due 2023 and our 7.25% Senior Notes due 2021.

 

 

   

Year Ended

   

Year Ended

   

Year Ended

   

Year Ended

   

Year Ended

 
   

December 31, 2016

   

December 31, 2015

   

December 31, 2014

   

December 31, 2013

   

December 31, 2012

 

Pre-tax income (loss) from continuing operations adjusted to exclude income or loss from equity investees and noncontrolling interest in pre-tax income (loss) of subsidiaries with no fixed charges

  $ 1,111,048     $ 3,276,743     $ 19,502,969     $ 18,303,472     $ 4,751,211  

Fixed charges:

Interest expense on all indebtedness

  $ 32,788,670     $ 29,739,548     $ 23,398,169     $ 30,110,318     $ 39,993,216  

Pre-tax income (loss) from continuing operations adjusted to exclude income or loss from equity investees and noncontrolling interest in pre-tax income (loss) of subsidiaries with no fixed charges, plus fixed charges (1)

  $ 33,899,718     $ 33,016,290     $ 42,901,138     $ 48,413,790     $ 44,744,427  

Ratio of earnings to fixed charges (1)

 

1.03x

   

1.11x

   

1.83x

   

1.61x

   

1.12x

 

 


(1)

The ratio of earnings to fixed charges was computed by dividing earnings available for fixed charges by fixed charges.

 

Exhibit 23.2

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2017 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in JMP Group LLC’s Annual Report on Form 10-K for the year ended December 31, 2016. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

San Francisco, California

April 20, 2017