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.
Niki Fang, Esq.
Justin Ho, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105
(415) 773-5700
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** |
$11,850,000 | $1436.22 |
* | 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 $121.20 per million of the aggregate amount of transaction value. |
☒ | 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: | $1436.22 | Filing Party: | JMP Group LLC |
Form or Registration No.: | SCHEDULE TO | Date Filed: | May 16, 2019 |
☐ | 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. | |
☒ | issuer tender offer subject to Rule 13e-4. | |
☐ | going-private transaction subject to Rule 13e-3. | |
☐ | 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) |
☐ | 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 May 16, 2019. The Schedule TO relates to a 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 $3.95, in cash, without interest and less any applicable withholding taxes, for an aggregate purchase price of $11,850,000, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 16, 2019 (the “Offer to Purchase”) and the accompanying letter of transmittal.
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains 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 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 7 is hereby amended and supplemented as follows:
● | The first sentence that appears under the heading “Conditions of the Offer” in Section 6 of the Offer to Purchase (but not any of the conditions that are described thereafter) is hereby amended and restated to read in its entirety as follows: |
“Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) promulgated under the Exchange Act, if at any time on or after May 16, 2019 and prior to the time of payment for any shares (whether or not any shares have theretofore been accepted for payment, purchased or paid for under the Offer), any of the following events occur or are determined by us to have occurred, that, in our reasonable judgment makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for the shares in the Offer:”
● | The first sentence of the last paragraph under the heading “Conditions of the Offer” in Section 6 of the Offer to Purchase is hereby amended and restated to read in its entirety as follows: |
“The conditions listed above are for our sole benefit and we may, in our sole discretion, assert or waive any of the conditions listed above, in whole or in part, before the expiration date.”
ITEM 12. EXHIBITS
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* Previously filed.
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.
| JMP Group LLC |
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Dated: May 28, 2019 | 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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