Providence, R.I.-based Citizens Financial Group Inc. completed its acquisition of San Francisco-based JMP Group LLC.
Pursuant to the terms of the deal, Jolt Acquisition LLC, a unit of Citizens, merged with and into JMP, with JMP surviving as a wholly owned subsidiary of Citizens. The merger was consummated Nov. 15.
At the effective time of the merger, each outstanding common share representing limited liability company interests of JMP was converted into the right to receive cash consideration of $7.50, or an aggregate amount of approximately $149 million in cash, according to a Form 8-K filed by JMP. Each outstanding option to purchase JMP common shares under JMP's equity investment plan, whether vested or unvested, was converted into an option to buy a certain number of Citizens' common shares. Each JMP restricted stock unit, whether vested or unvested, was converted into a restricted stock unit award representing the right to receive a certain number of denominated shares of Citizens.
In connection with the completion of the merger, JMP requested that the NYSE delist the company's common shares. Trading of JMP's common shares on the NYSE was suspended prior to the opening of trading Nov. 16.
At the effective time of the merger, Craig Johnson, Carter Mack, Glenn Tongue, Kenneth Karmin, H. Mark Lunenburg, Staci Slaughter and Jonathan Orszag resigned from JMP's board. Joseph Jolson also stepped down as chairman and CEO of the company.
Don McCree, Ted Swimmer, Jim Childs, Greg Suchy, Gary Aswad, Mark Lehmann, Thomas Wright, Gavin Slader and Jonathan Dever were named directors of the surviving company. Lehmann was also named CEO of the surviving company.
Sullivan & Cromwell LLP served as legal adviser to Citizens in connection with the transaction. Keefe Bruyette & Woods and JMP Securities LLC were financial advisers to JMP, and Mintz Levin Cohn Ferris Glovsky and Popeo PC acted as legal adviser.