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. |
☒ | 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. |
☒ | 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 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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(d)(32) | 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.
| 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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