JMP GROUP LLC (Form: 8-K, Received: 06/18/2019 17:02:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 18 , 201 9

JMP Group LLC

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36802	47-1632931
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 Montgomery Street, Suite 1100, San Francisco, California 94111
(Address of Principal Executive Offices, including zip code)

415-835-8900

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Shares representing limited liability company interests in JMP Group LLC	JMP	New York Stock Exchange
JMP Group Inc. 8.00% Senior Notes due 2023	JMPB	New York Stock Exchange
JMP Group Inc. 7.25% Senior Notes due 2027	JMPD	New York Stock Exchange

Item 8.01

Other Events.

On June 18, 2019, JMP Group LLC (the “Company”) issued a press release announcing that its wholly owned subsidiary, JMP Group Inc. (the “Issuer”), caused notices to be issued to the holders of its 8.00% Senior Notes due 2023 (CUSIP No. 46629U 206; NYSE: JMPB) (the “2023 Notes”) regarding the Issuer’s exercise of its option to redeem $11.0 million principal amount of the issued and outstanding 2023 Notes pursuant to the terms of the Indenture for the 2023 Notes dated as of January 24, 2013, between the Issuer and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated January, 25, 2013, the Second Supplemental Indenture dated as of January 29, 2014, the Third Supplemental Indenture dated as of October 14, 2014 and the Fourth Supplemental Indenture dated as of November 28, 2017. The Company will redeem $11,000,000 in aggregate principal amount of the 2023 Notes on July 18, 2019 (the “Redemption Date”). The 2023 Notes will be redeemed at 100% of their principal amount ($25 per 2023 Note), plus the accrued and unpaid interest thereon up to, but excluding, the Redemption Date. A copy of the press release announcing the partial redemption of the 2023 Notes is hereby incorporated by reference and filed herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description.
99.1	Press Release issued by the Company, dated June 18, 2019.

Signature(s)

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

	JMP Group LLC


Date: June 18, 2019	By:	/s/ Walter Conroy
		Walter Conroy
		Chief Legal Officer

Exhibit 99.1

JMP GROUP ANNOUNCES PARTIAL REDEMPTION OF 8. 0 0% SENIOR NOTES DUE 2023

SAN FRANCISCO, Ju ne 18 , 201 9 — 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 $11.0 million principal amount (440,000 Units) of its 8.00% Senior Notes due 2023 (CUSIP No. 46629U 206; NYSE: JMPB) (the “2023 Notes”) on July 18, 2019 (the “Redemption Date”). As of June 18, 2019, $36,000,000 in aggregate principal amount of the 2023 Notes were outstanding. The redemption is being made pursuant to the terms of the 2023 Notes and the indenture governing the 2023 Notes. The redemption price per 2023 Note will be $25 plus accrued and unpaid interest up to, but excluding, the Redemption Date. The redeemed 2023 Notes will be cancelled and not subject to reissuance.

JMP Group Inc. instructed U.S. Bank National Association, as the trustee for the 2023 Notes, to distribute a Notice of Redemption on June 18, 2019, to all currently registered holders of the 2023 Notes. Copies of such Notice of Redemption and additional information relating to the procedure for redemption of the 2023 Notes may be obtained from U.S. Bank National Association by calling (800) 934-6802 (toll-free). JMP Group Inc. will use available cash to redeem the 2023 Notes.

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

Cautionary Note Regarding Forward-Looking Statements

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

About JMP Group

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

Investor Relations Contact	Media Relations Contacts
JMP Group LLC	Dukas Linden Public Relations, Inc.

Andrew Palmer	Zach Leibowitz
(415) 835-8978	(646) 722-6528
apalmer@jmpg.com	zach@dlpr.com

	Alyssa Noud (646) 722-6525 alyssa@dlpr.com