UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
JMP GROUP LLC
(Name Of Subject Company (Issuer))
JMP GROUP LLC
(Name of Filing Persons (Offeror))
Shares representing limited liability company interests in JMP Group LLC
(Title of Class of Securities)
46629U107
(CUSIP Number of Class of Securities)
Raymond S. Jackson
Chief Financial Officer
JMP Group LLC
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
(415) 835-8900
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Andrew D. Thorpe, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
44 Montgomery Street
San Francisco, CA 94104
(415) 432-6001
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee** |
$3,250,000 |
$421.85 |
* |
Estimated solely for purposes of calculating the filing fee pursuant to Rules 0-11 under the Securities Exchange Act of 1934, as amended, based on the dollar amount to be used in the purchase of shares in the tender offer described in this Schedule TO. |
** |
The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $129.80 per million of the aggregate amount of transaction value. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. |
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: |
$1,265.55 |
Filing Party: |
JMP Group LLC |
Form or Registration No.: |
Schedule TO |
Date Filed: |
February 24, 2020 |
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ |
third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission by JMP Group LLC (the “Company”) on February 24, 2020. The Schedule TO relates to a previously announced tender offer (the “Tender Offer”) by the Company to purchase up to 3,000,000 shares representing limited liability company interests, at a purchase price per share of $3.25, in cash, without interest and less any applicable withholding taxes, for an aggregate purchase price of $9,750,000, upon the terms and subject to the conditions set forth in the offer to purchase, dated February 24, 2020 (the “Offer to Purchase”) and the accompanying letter of transmittal (the “Letter of Transmittal”), each of which was filed as an exhibit to the Schedule TO.
This Amendment No. 1 hereby reduces the number of shares being offered from up to 3,000,000 to up to 1,000,000. The shares subject to the Tender Offer constitute approximately 5.13% of the outstanding shares as of December 31, 2019. Consummation of the Tender Offer, if all 1,000,000 shares sought are tendered, would require payment by the Company of up to $3,250,000 in aggregate purchase price. The Company is reducing the number of shares they are offering to purchase because, based upon the response by shareholders in this Tender Offer thus far, the Company believes that it is unlikely that more than 1,000,000 shares will be tendered. As of March 12, 2020, 60,850 shares have been tendered.
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remain unchanged and is incorporated herein by reference to the extent relevant to this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offer to Purchase is hereby amended and supplemented by adding the following language thereto:
On March 13, 2020, the Company issued a press release announcing (i) a decrease in the maximum number of shares the Company is offering to purchase in the Tender Offer to up to 1,000,000 from up to 3,000,000 and (ii) an extension of the Tender Offer until 11:59 p.m., New York City time, Friday on April 3, 2020. As amended, the Tender Offer, the proration period and withdrawal rights will now expire at 11:59 p.m., New York City time, on Friday, April 3, 2020, unless further extended or earlier terminated. Payments of the tender consideration for the shares validly tendered and not withdrawn on or prior to the expiration date and accepted for purchase will be made promptly after the expiration date. A copy of the press release is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) |
Material Terms. The information set forth in the Offer to Purchase is hereby amended and supplemented by adding the following language thereto: |
On March 13, 2020, the Company issued a press release announcing (i) a decrease in the maximum number of shares the Company is offering to purchase in the Tender Offer to up to 1,000,000 from up to 3,000,000 and (ii) an extension of the Tender Offer until 11:59 p.m., New York City time, Friday on April 3, 2020. As amended, the Tender Offer, the proration period and withdrawal rights will now expire at 11:59 p.m., New York City time, on Friday, April 3, 2020, unless further extended or earlier terminated. Payments of the tender consideration for the shares validly tendered and not withdrawn on or prior to the expiration date and accepted for purchase will be made promptly after the expiration date. A copy of the press release is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
The information set forth in the Offer to Purchase is hereby amended and supplemented by adding the following language thereto:
On March 13, 2020, the Company issued a press release announcing (i) a decrease in the maximum number of shares the Company is offering to purchase in the Tender Offer to up to 1,000,000 from up to 3,000,000 and (ii) an extension of the Tender Offer until 11:59 p.m., New York City time, Friday on April 3, 2020. As amended, the Tender Offer, the proration period and withdrawal rights will now expire at 11:59 p.m., New York City time, on Friday, April 3, 2020, unless further extended or earlier terminated. Payments of the tender consideration for the shares validly tendered and not withdrawn on or prior to the expiration date and accepted for purchase will be made promptly after the expiration date. A copy of the press release is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
ITEM 12. EXHIBITS
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Amendment Number Ten to Revolving Note and Cash Subordination Agreement & Revolving Note, dated June 6, 2018, by and between JMP
Securities LLC and City National Bank (incorporated by reference to Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q (File No. 001- 36802) filed on November 12, 2019). |
* Filed herewith.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JMP Group LLC |
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Dated: March 13, 2020 |
By: |
s/Raymond S. Jackson |
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Name: |
Raymond S. Jackson |
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Title: |
Chief Financial Officer |
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Exhibit 99.(a)(5)(C)
JMP GROUP ANNOUNCES AMENDMENT AND EXTENSION OF SELF-TENDER OFFER
SAN FRANCISCO, Mar. 13, 2020 — JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, today announced that it has amended its previously announced self-tender offer to purchase up to 3,000,000 shares representing limited liability company interests in JMP Group (the “Shares”) at a purchase price per Share of $3.25.
As of the close of business on March 12, 2020, 60,850 Shares had been tendered in and not withdrawn from the tender offer.
As a result of this tepid response to the company’s self-tender offer and in order to provide shareholders with sufficient additional time to evaluate the amendment to the tender offer, the company filed an amendment to the Schedule TO-I/A today with the Securities and Exchange Commission (the “SEC”) to reduce the number of shares subject to the tender offer from up to 3,000,000 Shares to up to 1,000,000 Shares.
The tender offer was scheduled to expire on March 20, 2020. As a result of this amendment, the tender offer will be extended ten business days and is scheduled to expire on April 3, 2020.
The purchase price remains unchanged at $3.25 per Share.
As amended, if the tender offer is fully subscribed for 1,000,000 Shares, the company will have purchased approximately 5.13% percent of its outstanding Shares as of December 31, 2019.
The terms and conditions of the Offer are described in the Offer to Purchase, dated as of February 24, 2020 (the "Offer to Purchase"), and the related Letter of Transmittal, as updated by the information contained in this Amendment No. 1 to the Schedule TO, filed with the SEC today, March 13, 2020. Except as set forth in such amendment, the terms and conditions of the Offer as described in the Offer to Purchase and the related letter of transmittal, remain the same.
The company has retained JMP Securities LLC as the dealer manager for the tender offer and D.F. King & Co., Inc. as the information agent.
Copies of the Offer to Purchase and the Letter of Transmittal have been mailed to holders of the Shares. Additional copies of the Offer to Purchase, the Letter of Transmittal, or the Notice of Guaranteed Delivery may be obtained at JMP Group’s expense from the information agent, D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005. Banks and brokerage firms should call (212) 269-5550; all others should call (800) 622-1569 (toll-free).
Questions regarding the tender offer should be directed to D.F. King & Co., Inc. by telephone at (800) 622-1569 (toll-free) or by email at jmp@dfking.com.
Certain Information Regarding the Tender Offer
The tender offer described in this press release commenced on February 24, 2020. The information in this press release describing JMP Group’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares in the tender offer. On the commencement date of the tender offer on February 24, 2020, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related materials, was filed with the SEC by JMP Group. The tender offer will only be made pursuant to the offer to purchase, the letter of transmittal and related materials filed as a part of the Schedule TO, as amended. Shareholders should read the offer to purchase and the related materials carefully, because they contain important information, including the various terms and conditions of the tender offer. Shareholders are able to obtain a free copy of the Schedule TO, as amended, the offer to purchase and other documents that JMP Group from the SEC’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, by calling (800) 622-1569 (toll-free). Shareholders are urged to carefully read all materials regarding the tender offer prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may contact D.F. King & Co., Inc., the information agent for the tender offer, by telephone at (800) 622-1569 (toll-free) or by email at jmp@dfking.com.
Cautionary Note Regarding Forward-Looking Statements
JMP Group has made statements in this press release that are forward-looking statements, including the expected timing, size or other terms of the tender offer and the company’s ability to complete the tender offer. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “expect”, “plan”, or “believe”, the negative of these terms, and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about JMP Group, may include projections of the company’s future financial performance, based on its growth strategies and anticipated trends in its business. These statements are only predictions based on JMP Group’s current expectations and projections about future events. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, there are important factors that could cause the company’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined under “Risk Factors” in JMP Group’s 2018 Annual Report on Form 10-K and should carefully review the other reports filed by the company with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. JMP Group is under no duty to, and it does not undertake any obligation to, update or review any of these forward-looking statements after the date of this press release except as required by law.
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.