Item 1.01. Entry into a Material Definitive Agreement.
On October 22, 2021, two wholly owned subsidiaries of JMP Group LLC ("JMP", or
the "Company"), namely, JMP Group Inc. and JMP Capital LLC (the "Sellers"),
entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Logan
Ridge Finance Corporation ("LRF"), Portman Ridge Finance Corporation ("PTMN"),
Medalist Partners Harvest Master Fund, Ltd. ("Medalist") and Alternative Credit
Income Fund ("ACIF," and together with LRF and PTMN, the "Buyers") . Pursuant to
the Purchase Agreement, Sellers will sell to the Buyers (a) subordinated notes
issued pursuant to an Indenture dated June 29, 2017, by and between JMP Credit
Advisors CLO IV Ltd., an exempt company incorporated under the laws of the
Cayman Islands, JMP Credit Advisors CLO IV LLC, a Delaware limited liability
company, and U.S. Bank National Association (the "Trustee") and (b) subordinated
notes issued pursuant to an Indenture dated July 26, 2018, by and between JMP
Credit Advisors CLO V Ltd., an exempt company incorporated under the laws of the
Cayman Islands, JMP Credit Advisors CLO V LLC, a Delaware limited liability
company and the Trustee. The subordinated notes described in (a) and (b) above
are referred to as the "Subordinated Notes".
The aggregate consideration to be paid to the Sellers for the Subordinated Notes
at the closing of the sale is Fourteen Million Eight Hundred Seventy-Seven
Thousand and Two Hundred Five Dollars and Seventy-Seven Cents ($14,877,205.77)
in cash and 556,852 shares of common stock, par value $0.01 per share of PTMN
(the "PTMN Shares").
PTMN has agreed to file a Registration Statement on Form N-2 covering the resale
of the PTMN Shares on a delayed or continuous basis (the "Form N-2 Shelf") not
later than November 5, 2021 (the "Filing Deadline"). PTMN has agreed to use its
commercially reasonable efforts to cause the Form N-2 Shelf to be declared
effective under the Securities Act of 1933, as amended, (the "Securities Act")
no later than the 45th calendar day following the Filing Deadline, and to use
its reasonable efforts to keep such Form N-2 Shelf continuously effective until
the date that all PTMN Shares have been disposed by the Sellers or until such
time as all PTMN Shares can be sold pursuant to Rule 144 under the Securities
Act without volume or manner of sale restrictions thereunder. PTMN has the right
to suspend the effectiveness of the Form N-2 Shelf under customary circumstances
as set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated by
reference into this report. Investors should read the Purchase Agreement
together with the other information concerning JMP that JMP publicly files in
reports and statements with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Purchase and Sale Agreement,
dated as of October 22, 2021 by
and among JMP Group Inc., JMP
Capital LLC, Logan Ridge Finance
Corporation, Portman Ridge
Finance Corporation, Medalist
Partners Harvest Master Fund,
Ltd., and Alternative Credit
Income Fund.
104 Cover Page Interactive Data File
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document)
Cautionary Note Regarding Forward-Looking Statements
Statements in this filing that relate to the future plans, events, expectations,
performance, objectives and the like of JMP Group LLC and its subsidiaries
("JMP"), may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Future events, risks and uncertainties, individually or in the
aggregate, could cause our actual results to differ materially from those
expressed or implied in these forward-looking statements.
The material factors and assumptions that could cause actual results to differ
materially from current expectations include, without limitation, the following:
(1) whether and when the Form N-2 Shelf will be declared effective and the time
the Form N-2 Shelf will remain effective, (2) the ability of the Sellers to sell
the PTMN Shares; (3) the failure of the other transactions contemplated under
the Purchase Agreement to be consummated for any reason; and (4) other factors
described in JMP's proxy statement on Schedule 14A filed with the SEC on October
15, 2021 and JMP's other filings with the U.S. Securities and Exchange
Commission ("SEC") that are available on the SEC's web site located at
www.sec.gov, including the section entitled "Risk Factors" in JMP's Form 10-K
for the fiscal year ended December 31, 2020. Readers are strongly urged to read
the full cautionary statements contained in those materials. We assume no
obligation to update any forward-looking statements to reflect events that occur
or circumstances that exist after the date on which they were made.
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