jmpllc20210810_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  August 11, 2021
 
JMP Group LLC
 
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation)
001-36802
(Commission File Number)
47-1632931
(IRS Employer
Identification No.)
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
(Address of principal executive offices, including zip code)
 
(415) 835-8900
(Registrants telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Shares representing limited liability company interests in JMP Group LLC
JMP
New York Stock Exchange
JMP Group Inc. 7.25% Senior Notes due 2027
JMPNL
The Nasdaq Global Market
JMP Group LLC 6.875% Senior Notes due 2029
JMPNZ
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
 

 
Item 1.02.
Termination of a Material Definitive Agreement.
 
The information set forth in Item 8.01 below as to the satisfaction and discharge of the Indenture (as defined below) is incorporated by reference into this Item 1.02.
 
Item 8.01.
Other Events.
 
On August 11, 2021, JMP Group LLC (the “Company”) issued a press release announcing that its wholly owned subsidiary, JMP Group Inc. (the “Issuer”), caused notices to be issued to the holders of its 7.25% Senior Notes due 2027 (CUSIP No. 466273 109; NASDAQ: JMPNL) (the “Notes”) regarding the Issuer’s exercise of its option to redeem all of the issued and outstanding Notes pursuant to the terms of the Indenture for the Notes dated as of January 24, 2013, between the Issuer and U.S. Bank National Association, as trustee, as supplemented by the Fourth Supplemental Indenture dated as of November 28, 2017 (as so supplemented, the “Indenture”). The Issuer will redeem all $15.0 million in aggregate principal amount of the outstanding Notes on September 13, 2021 (the “Redemption Date”). The Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from August 15, 2021, through, but excluding, the Redemption Date. In addition, pursuant to the terms of the Indenture, on August 11, 2021, the Company irrevocably deposited funds with the trustee under the Indenture in an amount sufficient to pay and discharge all obligations with respect to the Notes not previously delivered to the trustee for cancellation, including the redemption price of and accrued interest on the Notes to be redeemed on the Redemption Date. As a result, the Indenture with respect to the Notes was satisfied and discharged in accordance with its terms, and the Issuer and the guarantors party to the Indenture have been released from their obligations under the Indenture with respect to the Notes. A copy of the press release announcing the redemption of all of the Notes and the satisfaction and discharge of the Indenture with respect to the Notes is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)  Exhibits
 
Exhibit No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
JMP GROUP LLC
 
     
       
Date:  August 11, 2021
By:
/s/ Walter Conroy
 
   
Walter Conroy
 
   
Chief Legal Officer
 
 
 
ex_274358.htm

 

Exhibit 99.1

 https://cdn.kscope.io/4fabdb4da5dd5f68011f03b4bbf89e27-jmp01.jpg

 

JMP GROUP ANNOUNCES FULL REDEMPTION OF 7.25% SENIOR NOTES DUE 2027

AND SATISFACTION AND DISCHARGE OF INDENTURE

 

 

SAN FRANCISCO, Aug. 11, 2021 — JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, announced today that its wholly owned subsidiary, JMP Group Inc., has given notice of its intention to redeem all of the currently outstanding $15.0 million principal amount of its 7.25% Senior Notes due 2027 (CUSIP No. 466273 109; NASDAQ: JMPNL) (the “2027 Notes”) on September 13, 2021 (the “Redemption Date”), following which they will be delisted from The Nasdaq Global Market. The redemption is being made pursuant to the terms of the 2027 Notes and the indenture governing the 2027 Notes. The redemption price per 2027 Note will be $25 plus accrued and unpaid interest up to, but excluding, the Redemption Date. Furthermore, the company has deposited sufficient funds with the trustee under the indenture governing the 2027 Notes, U.S. Bank National Association, to satisfy and discharge the 2027 Notes and the indenture with respect to the 2027 Notes, and the trustee has acknowledged such satisfaction and discharge.

 

JMP Group Inc. has instructed the trustee to distribute a Notice of Redemption to all currently registered holders of the 2027 Notes on September 13, 2021. Copies of such Notice of Redemption and additional information relating to the procedure for redemption of the 2027 Notes may be obtained from U.S. Bank National Association by calling (800) 934-6802 (toll-free).

 

This press release does not constitute a notice of redemption under the optional redemption provisions of the 2027 Notes, nor does it constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected redemption of the 2027 Notes and the satisfaction and discharge of the indenture governing the 2027 Notes. Forward-looking statements provide JMP Group’s current expectations or forecasts about future events, including beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission on March 29, 2021. Such forward-looking statements speak only as of the date of this press release. Unless required by law, JMP Group undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this press release.

 

 

 

About JMP Group

JMP Group LLC is a diversified capital markets firm that provides investment banking, equity research, and sales and trading services to corporate and institutional clients as well as alternative asset management products and services to institutional and high-net-worth investors. JMP Group conducts its investment banking and research, sales and trading activities through JMP Securities and its venture capital and private capital activities through Harvest Capital Strategies and JMP Asset Management. For more information, visit www.jmpg.com.

 

 

Investor Relations Contact Media Relations Contacts  
JMP Group LLC Dukas Linden Public Relations, Inc.  
     
Andrew Palmer Zach Leibowitz  
(415) 835-8978 (646) 722-6528  
apalmer@jmpg.com zach@dlpr.com  
     
  Elena Muller  
  (646) 722-6529  
  elena@dlpr.com