JMP Group LLC (NYSE: JMP), an investment banking and alternative
asset management firm (the “Company”), today announced that it has
terminated its previously announced self-tender offer to purchase
up to 1,000,000 shares representing limited liability company
interests in JMP Group LLC (the “Shares”) at a purchase price per
Share of $3.25, which was due to expire at 11:59 p.m., New York
Time, on April 3, 2020 (the “Tender Offer”), as a result of certain
conditions, including share price and market index conditions to
the Tender Offer not having been satisfied. As a result of this
termination, no Shares will be purchased in the Tender Offer and
all Shares previously tendered and not withdrawn will be promptly
returned to tendering holders.
The Company’s obligation to acquire Shares pursuant to the
Tender Offer was subject to various terms and conditions as
specified in the Offer to Purchase and Letter of Transmittal
documents that were distributed to holders, including conditions
that specified that the following shall not have occurred: (i) any
general suspension of trading in, or limitation on prices for,
securities on any United States national securities exchange or in
the over-the-counter market; (ii) the commencement or escalation of
a war, armed hostilities or any other national or international
crisis directly or indirectly involving the United States; (iii)
any change or event occurs, is discovered, or is threatened
relating to the Company’s business, general affairs, management,
financial position, shareholders equity, income, results of
operations, condition (financial or otherwise), income, operations
or prospects or in ownership of its Shares, which in its reasonable
judgment is or may be material to the Company or otherwise makes it
inadvisable for the Company to proceed with the Offer; (iv) a 10%
or greater decrease in the market price of the Company’s Shares
measured from the close of business on February 21, 2020, or any
change in the general political, market, economic or financial
conditions in the United States or abroad that could have, in the
Company’s reasonable judgment, a material adverse effect on its
business, condition (financial or otherwise), income, operations or
prospects or that of its subsidiaries, taken as a whole, or on the
trading in its Shares; and (v) any decline in the Nasdaq Composite
Index, the New York Stock Exchange Composite Index, the Dow Jones
Industrial Average or the S&P 500 Composite Index of at least
10% measured from the close of business on February 21, 2020.
Under the terms of the Tender Offer, once such a trading
suspension, international crisis, or decrease in market prices
occurred at any time prior to the expiration of the Tender Offer,
and regardless of any subsequent reopening of trading or share
price or market index changes, the Company had the right to
terminate the Tender Offer.
On March 12, 2020 and March 16, 2020, the New York Stock
Exchange (“NYSE”) suspended trading for fifteen minutes following a
material decline in the S&P 500 Index. In addition, on March
16, 2020, each of the New York Stock Exchange Index, the Dow Jones
Industrial Average, the NASDAQ Global Market Composite Index, and
the S&P 500 Index experienced a decrease of more than 10% in
the general level of market prices for equity securities in the
United States. In addition, the Company believes that the COVID-19
situation in the United States qualifies as a national crisis.
Accordingly, the Company has exercised its right to terminate
the Tender Offer as a result of these triggering events having
occurred. As a result of this termination, no Shares will be
purchased in the Tender Offer and all Shares previously tendered
and not withdrawn will be promptly returned to tendering
holders.
The Company may seek opportunities in the future to repurchase
Shares from time to time, subject to applicable law. Such future
repurchases, if any, may be effectuated through open market
purchases under a plan that complies with Rules 10b-18 and 10b5-1
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), through private purchases or through other similar
transactions, and would be subject to market conditions, applicable
legal requirements, contractual obligations and other factors. Rule
13e-4(f) under the Exchange Act generally prohibits the Company and
its affiliates from purchasing any Shares until at least ten
business days after the date the Tender Offer was terminated,
subject to certain limited exceptions.
Cautionary Note Regarding Forward-Looking Statements
JMP Group LLC 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 the
company 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 the
company’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 LLC 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 LLC 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200319005801/en/
Investor Relations Contact JMP Group LLC
Andrew Palmer (415) 835-8978 apalmer@jmpg.com
Media Relations Contacts Dukas Linden Public Relations,
Inc.
Zach Leibowitz (646) 722-6528 zach@dlpr.com
Michael Falco (646) 808-3611 michael@dlpr.com
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