JMP GROUP LLC Item 2.01. Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each outstanding common share representing limited liability
company interests of JMP ("Common Shares") was converted into the right to
receive cash consideration of
Each outstanding option to purchase JMP Common Shares under JMP's Equity
Investment Plan (the "Stock Plan"), whether vested or unvested, was converted
into an option to purchase a number of shares of common stock of Citizens, equal
to the product of the total number of Common Shares subject to such option
immediately prior to the Effective Time, multiplied by the per share Merger
Consideration divided by the volume weighted average of the closing sale prices
per share of Citizens common stock on the
The description of the effects of the Merger Agreement and the transactions
contemplated by the Merger Agreement do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the full text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
In connection with the Merger and at the Effective Time, holders of the Common Shares of the Company immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the completion of the Merger and at the Effective Time, a change
of control of the Company occurred, Merger Subsidiary has been merged with and
into the Company, with the Company continuing as the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement, and effective as of the
Effective Time, each member of the board of directors of the Company (the
"Board"), except
From and after the Effective Time, until the earlier of their death,
resignation, incapacity or removal or until successors are duly elected or
appointed and qualified, (i)
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1 Agreement and Plan of Merger
by and among Citizens Financial
Group, Inc., Jolt Acquisition
LLC and JMP Group LLC , dated as
of September 8, 2021
(incorporated by reference to
Exhibit 2.1 of the Current
Report on Form 8-K filed by the
Company on September 10,
2021 ).
104 Cover Page Interactive Data File
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