Item
1.01
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Entry into a Material Definitive Agreement
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On July 26, 2018, JMP Group LLC (the “Company”) closed a $407.8 million collateralized loan obligation (“CLO”) transaction. The senior notes offered in this transaction (the “Secured Notes”) will be issued by JMP Credit Advisors CLO V Ltd., a newly formed special purpose Cayman vehicle (the “Issuer”), and co-issued by JMP Credit Advisors CLO V LLC, a newly formed special purpose Delaware vehicle (the “Co-Issuer”), and will be backed by a diversified portfolio of broadly syndicated leveraged loans. The Secured Notes are subject to a two-year non-call period. The CLO has a four-year reinvestment period that allows for the use of the proceeds from any principal repayments on, or any sales of, collateral assets towards the purchase of qualifying replacement assets, subject to certain conditions and limitations.
The capital structure of the CLO is as follows:
Class
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Par Amount
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Preliminary
Moody’s/Fitch Rating
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Maturity Date
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Coupon
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A
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$
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256,000,000
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Aaa / AAA
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July 17, 2030
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LIBOR + 1.19%
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B
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48,000,000
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Aa2 / NR
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July 17, 2030
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LIBOR + 1.90%
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C
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22,000,000
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A2 / NR
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July 17, 2030
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LIBOR + 2.35%
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D
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22,000,000
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Baa3 / NR
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July 17, 2030
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LIBOR + 3.35%
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E
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20,000,000
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Ba3 / NR
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July 17, 2030
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LIBOR + 6.32%
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Senior Sub Notes
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10,000,000
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NR / NR
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July 17, 2030
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LIBOR + 6.90%
(1)
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Junior Sub Notes
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29,825,000
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NR / NR
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July 17, 2030
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N/A
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Total
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$
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407,825,000
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|
|
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(1)
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On each Payment Date, the Senior Subordinated Notes will be entitled to receive the coupon stated above and 55% of all remaining interest proceeds and all remaining principal proceeds prior to any distributions on the Junior Subordinated Notes on such Payment Date.
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The Notes were sold in transactions exempt from registration under the Securities Act of 1933, as amended, and have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration. The Secured Notes were issued pursuant to an indenture, dated as of July 26, 2018.
The Company, through a wholly-owned subsidiary, purchased $2,500,000 of the Senior Subordinated Notes and 100% of the Junior Subordinated Notes of the Issuer (collectively, the “Subordinated Notes” and together with the Secured Notes, the “Notes”). The Junior Subordinated Notes do not bear interest and are not rated. The stated maturity dates of the Notes are set forth in the table above. The Secured Notes will be the secured obligations of the Issuer and of the Co-Issuer, and an indenture governing the Notes includes customary covenants and events of default.
The Company (through JMP Credit Advisors LLC) will serve as collateral manager to the Issuer under a collateral management agreement, which contains customary representations, warranties and covenants. Under the collateral management agreement, the Company will perform certain investment management functions, including supervising and directing the investment and reinvestment of the Issuer's assets, as well as performing certain administrative and advisory functions.
U.S. Bank National Association serves as collateral administrator to the Issuer under a collateral administration agreement. The Company (through JMP Credit Advisors LLC) made customary representations, warranties and covenants in the collateral administration agreement.
The Company intends to consolidate the loan investment portfolio and expects to account for the transaction on its balance sheet as non-recourse debt.
The descriptions of the documentation relating to this transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as exhibits and incorporated into this Current Report on Form 8-K by reference.