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):  September 27, 2019

 

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

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

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

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

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

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Shares representing limited liability company

interests in JMP Group LLC

JMP

New York Stock Exchange

JMP Group Inc. 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

JMP Group LLC 6.875% Senior Notes due 2029 JMPE New York Stock Exchange

 

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 September 27, 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 “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 First Supplemental Indenture dated as of January 25, 2013, and the Third Supplemental Indenture dated as of October 14, 2014 (as so supplemented, the “Indenture”). The Issuer will redeem all $25.0 million in aggregate principal amount of the outstanding Notes on October 28, 2019 (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 October 15, 2019, through, but excluding, the Redemption Date. In addition, pursuant to the terms of the Indenture, on September 27, 2019, the Company irrevocably deposited a portion of the net proceeds from its offering of 6.875% Senior Notes due 2029, which closed on September 26, 2019, 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

Press Release issued by the Company, dated September 27, 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:  September 27, 2019

By:

/s/ Walter Conroy

 

 

 

Walter Conroy

 

 

 

Chief Legal Officer

 

 

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