jmpllc20211014_defm14a.htm

DEFM14A 1 jmpllc20211014_defm14a.htm FORM DEFM14A jmpllc20211014_defm14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

JMP Group LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Date Filed:

600 Montgomery Street, Suite 1100

San Francisco, CA 94111

October 15, 2021

Dear Shareholder of JMP Group LLC:

You are cordially invited to attend a Special Meeting of Shareholders of JMP Group LLC (which we refer to as the Special Meeting) to be held on November 12, 2021, at 9:00 a.m., Pacific time at our headquarters at 600 Montgomery Street, Suite 1100, San Francisco, CA 94111. JMP Group LLC (which we refer to as JMP) has entered into a merger agreement with Citizens Financial Group, Inc. (which we refer to as Citizens). If the merger and the other transactions contemplated by the merger agreement are approved and consummated, JMP will become a wholly-owned subsidiary of Citizens and the common shares will no longer be a publicly held. The JMP board of directors, acting upon the unanimous recommendation of the special transaction committee of the board of directors of JMP (which we refer to as the Special Transaction Committee), has unanimously determined that the merger and the merger agreement are advisable, and are fair to, and in the best interests of, JMP and its shareholders and has approved the merger agreement and the merger. The merger requires the approval of holders of a majority of the outstanding common shares of JMP, par value $0.001 per share, and we are asking you to vote to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, at the Special Meeting.

Holders of JMP common shares as of the close of business on October 11, 2021 will be entitled to vote at the Special Meeting. Each common share of JMP is entitled to one vote for each matter to be voted on at the Special Meeting. The holders of shares entitled to cast a majority of the total votes of the outstanding common shares of JMP on October 11, 2021, present in person or represented by proxy at the Special Meeting and entitled to vote, will constitute a quorum at the Special Meeting.

On October 11, 2021, there were 19,958,495 common shares of JMP outstanding and entitled to vote at the Special Meeting held by approximately 31 shareholders of record. JMP does not have cumulative voting.

Upon completion of the merger, each common share of JMP will be converted into the right to receive cash consideration of $7.50 per common share.

At the Special Meeting, the JMP shareholders will be asked to vote on the following proposals:

To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 8, 2021 (as it may be amended from time to time, the “merger agreement”), among Citizens, Jolt Acquisition LLC (which we refer to as Merger Sub), a Delaware limited liability company and a wholly-owned subsidiary of Citizens and JMP (the “merger”), and thereby to approve the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into JMP;

To approve, by non-binding advisory vote, certain compensation arrangements for JMP’s named executive officers in connection with the merger; and

To approve the adjournment of the Special Meeting, if necessary, for any purpose, including to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, at the time of the Special Meeting.

The JMP board of directors, acting upon the unanimous recommendation of its Special Transaction Committee, recommends that you vote FOR the proposal to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, and recommends that you vote FOR the proposal to approve, by non-binding advisory vote, certain compensation arrangements for JMP’s named executive officers in connection with the merger, and recommends that you vote FOR the adjournment of the Special Meeting, if necessary, for any purpose, including to solicit additional proxies in favor of the adoption of the merger agreement and thereby the approval of the transactions contemplated by the merger agreement, including the merger.

Your vote is very important. Regardless of the number of shares you own or whether or not you plan to attend the Special Meeting, it is important that your shares be represented and voted. Voting instructions are inside.

The obligations of Citizens and JMP to complete the merger are subject to several conditions set forth in the merger agreement and summarized in this proxy statement. Important information about Citizens, JMP, the Special Meeting, the merger agreement, and the merger is contained in or incorporated by reference into this proxy statement. I urge you to read the entire document, including any documents incorporated by reference into this proxy statement and its annexes, carefully and in their entirety.

I look forward to seeing you at the Special Meeting.

		Sincerely,

		Joseph A. Jolson
		Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT.

PLEASE PROMPTLY SUBMIT YOUR PROXY BY TELEPHONE, INTERNET OR MAIL.

This proxy statement is first being distributed to the shareholders of JMP on or about October 18, 2021.

Important Information

Whether or not you plan to attend the Special Meeting in person, we encourage you to submit your proxy as promptly as possible (1) over the internet; (2) by telephone; or (3) by signing and dating the enclosed proxy card and returning it in the accompanying prepaid reply envelope. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you are a shareholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote in person at the Special Meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your common shares, please contact Andrew Palmer, Director of Investor Relations, at 415-835-8978 or apalmer@jmpg.com.

For a more detailed description of the information incorporated by reference into this proxy statement and how you may obtain it, see “Where You Can Find More Information” on page 55 of this proxy statement.

JMP Group LLC

600 Montgomery Street, Suite 1100

San Francisco, CA 94111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date:	November 12, 2021

Time:	9:00 a.m., Pacific time.

Location:	600 Montgomery Street, Suite 1100, San Francisco, CA 94111

Purposes:	1.	To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 8, 2021 (as it may be amended from time to time, the merger agreement), among Citizens, Merger Sub and JMP, a copy of which is attached as Annex A to the proxy statement accompanying this notice, and thereby to approve the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into JMP;

	2.	To consider and vote on a proposal to approve, by a non-binding, advisory vote, certain compensation arrangements for JMP’s named executive officers in connection with the merger; and

	3.	To approve the adjournment of the Special Meeting, if necessary, for any purpose, including to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, at the time of the Special Meeting.

Adjournments and Postponements:	The proposal to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, may be considered at the Special Meeting at the time and on the date specified above or at any time and date to which the Special Meeting may be properly adjourned or postponed.

Who Can Vote:	JMP shareholders at the close of business on October 11, 2021.

Who May Attend:	You are entitled to attend the Special Meeting only if you were a JMP shareholder as of the close of business on October 11, 2021 or hold a valid proxy for the Special Meeting. You should be prepared to present photo identification (a driver’s license or passport is preferred) for admittance.

	In addition, if you are a shareholder of record, your name is subject to verification against the list of shareholders of record on the record date prior to being admitted to the meeting.

	If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in “street name”), you should be prepared to provide proof of beneficial ownership on the record date, such as your most recent account statement or similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the Special Meeting.

	The Special Meeting will begin promptly at 9:00 a.m., Pacific time. Check-in will begin at 8:30 a.m., Pacific time, and you should allow ample time for check-in procedures.

How You Can Vote:	Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions for the Special Meeting as soon as possible.

	You may submit your proxy or voting instructions for the Special Meeting by completing, signing, dating and returning the proxy card or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled “The Special Meeting” beginning on page 14 of this proxy statement and the instructions on the proxy card or voting instruction card.

Inspection of List of Shareholders of Record:	A list of the shareholders of record as of October 11, 2021 will be available for inspection during ordinary business hours at the office of JMP’s Corporate Secretary, 600 Montgomery Street, Suite 1100, San Francisco, CA 94111, from November 2, 2021 to November 11, 2021, as well as at the Special Meeting, for any purpose germane to the Special Meeting.

Additional Information:	Important information about Citizens, JMP, the Special Meeting, the merger and the other proposal for consideration at the Special Meeting is contained in this proxy statement. I urge you to read the entire document, including any documents incorporated by reference into this proxy statement and its annexes, carefully and in their entirety.

		By Order of the Board of Directors,

		Walter Conroy
		Chief Legal Officer and Corporate Secretary
		October 15, 2021

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETING	1
SUMMARY	7
The Companies	7
The Merger	8
Effects of the Merger; Merger Consideration	8
Treatment of JMP Equity-Based Awards	8
The Special Meeting; JMP Shareholders Entitled to Vote; Required Vote	8
JMP Employee Benefits Matters	9
Recommendation of the JMP Board of Directors and JMP’s Reasons for the Merger	9
Opinion of the Special Transaction Committee’s Financial Advisor	9
No Citizens Shareholder Approval	9
Interests of Certain Persons in the Merger	10
Security Ownership by Directors and Executive Officers of JMP	10
Delisting and Deregistration of JMP Common Shares	10
Litigation Related to the Merger	10
Regulatory Approvals	10
Appraisal Rights	10
Conditions to Complete the Merger	10
Expected Timing of the Merger	11
Termination of the Merger Agreement	11
Termination Fees	12
Material United States Federal Income Tax Consequences of the Merger	12
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	13
THE SPECIAL MEETING	14
Date, Time and Place; Attending the Special Meeting	14
Matters to be Considered	14
Record Date; Stock Entitled to Vote	14
Quorum	14
Vote Required	14
Abstentions	15
Voting of Proxies by Holders of Record	15
Shares Held in Street Name	15
Revocability of Proxies	16
Independent Election Inspector	16
Solicitation of Proxies	16
PROPOSAL ONE: THE MERGER	17
Structure of the Merger	17
Background of the Merger	17
JMP’s Reasons for the Merger	20
Recommendation of the JMP Board of Directors	22
Opinion of the Special Transaction Committee’s Financial Advisor	22
Certain JMP Unaudited Prospective Financial Information	28
Interests of Certain Persons in the Merger	29
Merger-Related Compensation for JMP’s Named Executive Officers	31
No Citizens Shareholder Approval	32
Manner and Procedure for Exchanging Shares of JMP Stock	32
Litigation Related to the Merger	32
Regulatory Approvals	33
Merger Expenses, Fees and Costs	33
Appraisal Rights	33
Delisting and Deregistration of JMP Common Shares	35
THE MERGER AGREEMENT	36
The Merger	36
Closing	36
Effective Time	36
Merger Consideration	36
Treatment of JMP Equity-Based Awards	36
Conversion of Shares; Exchange of Certificates	37
Representations and Warranties	37
Conduct of Business Prior to Closing	39
Agreement to Use Reasonable Best Efforts	41
Agreement Not to Solicit Other Offers	41

JMP Employee Benefits Matters	42
Other Covenants and Agreements	43
Conditions to Complete the Merger	44
Termination of the Merger Agreement	45
Effect of Termination	45
Expenses and Fees	45
Certificate of Formation and LLC Agreement of the Surviving Company	46
Managers and Officers of the Surviving Company	46
Governing Law	46
Specific Performance	46
Amendment, Waiver and Extension of the Merger Agreement	46
OTHER AGREEMENTS RELATED TO THE MERGER	47
The Voting Agreements	47
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	48
PROPOSAL TWO: ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR JMP’S NAMED EXECUTIVE OFFICERS	50
PROPOSAL THREE: THE ADJOURNMENT	51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	52
OTHER MATTERS	54
Other Business	54
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on November 12, 2021	54
Householding	54
Communicating with the Board of Directors	54
FUTURE SHAREHOLDER PROPOSALS	54
WHERE YOU CAN FIND MORE INFORMATION	55

ANNEX A Agreement and Plan of Merger

ANNEX B Opinion of Keefe, Bruyette & Woods, Inc.

ANNEX C Section 262 of the General Corporation Law of the State of Delaware—Appraisal Rights

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETING

The following are some questions that you, as a JMP shareholder, may have regarding the merger and the other matters being considered at JMP’s Special Meeting of Shareholders, which is referred to as the Special Meeting, and the answers to those questions. You are urged to carefully read this proxy statement and the other documents referred to in this proxy statement in their entirety because the information in this section does not provide all of the information that might be important to you with respect to the merger and the other matters being considered at the Special Meeting. Additional important information is contained in the annexes to this proxy statement. In this proxy statement, unless stated to the contrary or the context requires otherwise, the terms the “Company,” “we,” “our,” “ours,” and “us” refer to JMP and its subsidiaries.

Q:	*Why am I receiving this proxy statement?*

Citizens and JMP have agreed to a merger. Under the terms of the merger agreement that is described in this proxy statement, JMP will become a wholly-owned subsidiary of Citizens through the merger (described below) and its common shares will no longer be a publicly held. See “Proposal One: The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached to this proxy statement as Annex A. This proxy statement contains important information about Citizens, JMP, the Special Meeting, the merger agreement, and the merger. It is the proxy statement by which the JMP board of directors is soliciting proxies from you to vote on a proposal to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, and the any other matters to be voted on at the Special Meeting or at any adjournment or postponement of the Special Meeting.

You are receiving this proxy statement because you have been identified as a shareholder of JMP and may be entitled to vote at the upcoming Special Meeting. To complete the merger, the holders of a majority of the outstanding common shares of JMP must vote to adopt the merger agreement and thereby to approve the transactions contemplated by the merger agreement, including the merger, and all other conditions to the merger must be satisfied or waived. You should read this proxy statement carefully.

Q:	*What will happen in the proposed merger?*

A:	In the merger, Merger Sub, a wholly-owned subsidiary of Citizens, will merge with and into JMP. As a result, JMP will become a wholly-owned subsidiary of Citizens and JMP common shares will no longer be publicly held. See “Proposal One: The Merger—Structure of the Merger.”

Q:	*What will I be entitled to receive in the merger?*

If the merger is completed, for each common share of JMP other than shares owned by JMP as treasury stock, common shares of JMP owned by Citizens, shares for which appraisal rights have been properly exercised and perfected under the General Corporation Law of the State of Delaware (the “DGCL”) and the Amended and Restated Limited Liability Company Agreement (the “JMP LLC Agreement”), and certain common shares of JMP subject to continuing option and RSU awards (each as defined below) that you own, you will have the right to receive cash consideration of $7.50.

Q:	*How will the merger affect JMP equity awards?*

A:	The equity awards will be affected as follows:

Treatment of JMP Options. At the effective time of the merger, each outstanding option to purchase JMP common shares, whether vested or unvested, will be converted into an option to purchase a number of shares of common stock of Citizens, par value $0.01 per share equal to the product (rounded down to the nearest whole number) of the total number of common shares subject to the option immediately prior to the effective time of the merger multiplied by the per share merger consideration of $7.50 divided by the volume weighted average of the closing sale prices per share of Citizens common stock on the New York Stock Exchange (the “NYSE”) for the five full consecutive trading days ending on and including the third business day prior to the closing date, what we refer to as the “Equity Award Exchange Ratio,” at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of the common shares subject to the option immediately prior to the effective time of the merger divided by the Equity Award Exchange Ratio. Except as otherwise provided, each such option to purchase JMP common shares converted to an option to purchase Citizens shares will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the JMP option immediately prior to the effective time of the merger.

Treatment of JMP RSU Awards. At the effective time of the merger, each outstanding JMP restricted stock unit, which we refer to as a JMP RSU, whether vested or unvested, will be converted into a restricted stock unit award representing the right to receive the number of denominated shares of Citizens common stock. The number of shares of Citizens common stock subject to such JMP RSU converted to Citizens RSU will be equal to the product (rounded down to the nearest whole number) of the total number of common shares subject to such JMP RSU award immediately prior to the effective time of the merger multiplied by the Equity Award Exchange Ratio. Except as otherwise provided, each JMP RSU converted to Citizens RSU shall continue to be governed by the same terms and conditions (including vesting and settlement terms) as were applicable to such JMP RSU immediately prior to the effective time of the merger.

Under the terms of the JMP Amended and Restated Equity Incentive Plan and Sections 4.3(a) and (b) of the merger agreement, converted option and RSU awards are subject to accelerated vesting on a termination of the holder’s employment without cause within the 12 months following closing (See “Proposal One: The Merger—Merger-Related Compensation for JMP’s Named Executive Officers” on page 31).

Q:	*When do you expect the merger to be completed?*

Citizens and JMP are working toward completing the merger as quickly as possible. The merger is expected to close during the fourth quarter of 2021, subject to receipt of JMP shareholder approval, governmental and regulatory approvals, and other usual and customary closing conditions. However, no assurance can be given as to when, or if, the merger will occur.

Q:	*Are there conditions to completing the merger?*

A:	Yes. Citizens and JMP’s respective obligations to complete the merger are subject to the satisfaction or waiver of certain specified closing conditions. See “The Merger Agreement—Conditions to Complete the Merger.”

Q:	*What happens if the merger is not completed?*

If the merger agreement is not adopted and the transactions contemplated thereby, including the merger, are not approved by JMP shareholders or if the merger is not completed for any other reason, you will not receive any payment for your common shares of JMP in connection with the merger. Instead, JMP will remain an independent public company and its common shares will continue to be listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, JMP may be required to pay Citizens a termination fee of 4% of the aggregate merger consideration, as described under “The Merger Agreement—Expenses and Fees—Termination Fees Payable by JMP” beginning on page 46.

Q:	*Am I entitled to appraisal rights?*

JMP shareholders will have the right to demand appraisal of their common shares of JMP and obtain payment in cash for the fair value of their shares, but only if they perfect their appraisal rights and comply with the applicable provisions of Delaware law and the JMP LLC Agreement. A copy of the Delaware statutory provisions related to appraisal rights is attached as Annex C to this proxy statement, and a summary of these provisions can be found under “Proposal One: The Merger—Appraisal Rights” beginning on page 33. Due to the complexity of the procedures for exercising the right to seek appraisal, JMP shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable provisions of the Delaware General Corporate Law and the JMP LLC Agreement will result in the loss of the right of appraisal.

Q:	*What are the tax consequences of the merger to me?*

If you are a U.S. holder (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 48), the receipt of cash in exchange for common shares pursuant to the merger will generally result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the common shares surrendered in the merger.

SEC Form DEFM14A filed by JMP Group LLC