Citizens Financial Group, Inc. (NYSE:CFG) entered into a definitive merger agreement to acquire JMP Group LLC (NYSE:JMP) from its executive management and members of JMP's Board of Directors and others for approximately $150 million on September 8, 2021. Under the terms of the merger agreement, JMP shareholders will receive $7.50 for each common share of JMP they own, or approximately $149 million in all-cash. As of September 1, 2021, executive management and members of JMP's board of directors owned approximately 60% of its outstanding common shares. Upon the closing of the transaction, JMP will be the surviving company as a direct, wholly owned subsidiary of Citizens. 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. If the merger is completed, JMP common shares will no longer be listed on the NYSE. Key members of the JMP Group management team are expected to join Citizens, ensuring business and client continuity. Mark Lehmann, current President of JMP Group and Chief Executive Officer of JMP Securities will lead the business after close.

The transaction is subject to approval by the shareholders of JMP sought in fall 2021, the absence of any applicable law that prohibits the merger, receipt of required regulatory approvals including the requisite approvals under the HSR Act and the FINRA approval as well as any other authorizations, consents, orders, declarations or approvals of, or filings with various governmental authorities to the extent required by applicable law or the merger agreement having been obtained, and satisfaction of other customary closing conditions. Citizens' stockholders are not required to approve the merger. The merger agreement has been unanimously approved by the Boards of Directors of each of Citizens and JMP. The JMP Board of Directors, acting upon the unanimous recommendation of its Special Transaction Committee, recommends that the shareholders vote for the proposal to adopt the merger agreement. Citizens and JMP each filed the required notification and report forms furnishing certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission on September 29, 2021. On September 30, 2021, JMP made an application for regulatory approval from the Financial Industry Regulatory Authority (FINRA). JMP Group shareholder will hold a meeting on November 12, 2021 to approve the transaction. JMP Group shareholder approved the transaction on November 12, 2021. A special committee of the JMP board of directors comprised of three independent directors was constituted to evaluate the transaction. The transaction is targeted to close in the fourth quarter of 2021. As of November 3, 2021, the transaction is expected to close mid fourth quarter of 2021. As of November 12, 2021, the transaction is expected to close on November 15, 2021. The acquisition has an approximate 5 basis point impact on CET1.

Mitchell S Eitel, Eric M. Diamond and Heather L. Coleman of Sullivan & Cromwell, LLP served as legal advisors to Citizens in connection with the transaction. Keefe, Bruyette & Woods, A Stifel Company, and JMP Securities LLC served as financial advisors to JMP and provided fairness opinion to the special committee of the JMP board of directors, and Andrew D. Thorpe and Ivan Presant of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal advisors. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as proxy solicitor to JMP. Whiteford, Taylor & Preston L.L.P. acted as legal counsel to the special committee of JMP. JMP agreed to pay Keefe, Bruyette & Woods a total cash fee equal to 1.5% of the aggregate merger consideration, $250,000 of which became payable to Keefe, Bruyette & Woods with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger. American Stock Transfer & Trust Company, LLC is acting as transfer agent to JMP Group.

Citizens Financial Group, Inc. (NYSE:CFG) completed the acquisition of JMP Group LLC (NYSE:JMP) from its executive management and members of JMP's Board of Directors and others on November 15, 2021.