8-KRegulation FDOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Sep 8, 2021)

Filed September 8, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on September 8, 2021, that it has entered into a definitive merger agreement to acquire JMP Group LLC (JMP) in an all-cash transaction. JMP is a diversified capital markets firm specializing in investment banking services across healthcare, technology, financial services, and real estate sectors. Upon completion, JMP will operate as a wholly-owned subsidiary of Citizens, enhancing its capabilities in these key areas. This acquisition is expected to bolster Citizens' strategic advisory, equity research, and sales and trading operations. Investors should note that while the transaction is structured as an all-cash deal, the filing includes customary forward-looking statements and risk factors related to integration, regulatory approvals, and potential business disruptions. Further details and materials related to the transaction will be made available through SEC filings, particularly JMP's proxy statement.

Key Highlights

  • 1Citizens Financial Group (CFG) to acquire JMP Group (JMP) in an all-cash transaction.
  • 2JMP Group is a diversified capital markets firm with expertise in investment banking.
  • 3Acquisition aims to enhance CFG's capabilities in strategic advisory, equity research, and sales & trading.
  • 4JMP Group will operate as a wholly-owned subsidiary of Citizens post-acquisition.
  • 5The transaction is subject to customary closing conditions and regulatory approvals.
  • 6CFG has posted a presentation with additional information on its website (Exhibit 99.2).

Frequently Asked Questions

Citizens Financial Group (CFG) has entered into a definitive agreement to acquire JMP Group (JMP) in an all-cash transaction. JMP will become a wholly-owned subsidiary of Citizens upon closing.

JMP Group is a capital markets firm providing investment banking services, including strategic advisory, equity research, and sales and trading, primarily focusing on the healthcare, technology, financial services, and real estate sectors. CFG is acquiring JMP to enhance its own capabilities and offerings in these specialized areas.

Yes, the filing outlines several risks, including potential difficulties in realizing anticipated benefits (cost savings, revenue synergies), disruption to businesses from the announcement and integration process, delays or increased costs in integration, obtaining necessary approvals (stockholder and governmental), and general economic and market conditions. Investors are encouraged to review the full list of forward-looking statements and risk factors in the filing.

Investors can find additional information in the press release (Exhibit 99.1) and a presentation (Exhibit 99.2) attached to this 8-K filing. Further details, including JMP's proxy statement related to the transaction, will be filed with the SEC and will be available on the SEC's website (www.sec.gov) and from JMP.