Jupiter Borrower, Inc. (the “Purchaser”), an affiliate of Trian Fund Management, L.P. (“Trian”), today announced that it has commenced an offer to purchase for cash (the “Offer”) any and all of the outstanding 5.450% Senior Notes due 2034 (the “Notes”) of Janus Henderson US (Holdings) Inc. (the “Issuer”), a wholly-owned subsidiary of global asset management company Janus Henderson Group plc (NYSE: JHG) (the “Company” or “Janus Henderson”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2026, as it may be amended or supplemented from time to time (the “Offer to Purchase”), and pursuant to the terms of the indenture governing the Notes (the “Indenture”).
The Offer is being made in connection with the proposed acquisition of Janus Henderson (the “Acquisition”) by funds affiliated with Trian and General Catalyst Group Management, LLC. The consummation of the Acquisition (i) will constitute a “Change of Control” under the Indenture; and (ii) is expected to lead to a Below Investment Grade Rating Event (as described in the Offer to Purchase). Therefore, the consummation of the Acquisition is expected to result in the occurrence of a Change of Control Repurchase Event under the Indenture and so the Offer is being made pursuant to the Change of Control Offer provisions of the Indenture.
The material terms of the Offer are set forth in the table below:
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Issuer |
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Title of Security |
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CUSIP No.(1) |
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Aggregate Principal Amount Outstanding |
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Purchase Price (per $1,000 principal amount)(2) |
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Accrued Interest |
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Janus Henderson US (Holdings) Inc. |
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5.450% Senior Notes due 2034 |
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47103M AA6 47103M AB4 U4700M AA1 |
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$400,000,000 |
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$1,010.00 (101.000% of principal amount) |
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Accrued and unpaid interest up to, but excluding, the Change of Control Payment Date |
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(1) |
No representation is made as to the correctness of the CUSIP number either as printed on the Notes or as contained in this release or the Offer to Purchase, and holders should rely only on the identification numbers printed on the Notes. |
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(2) |
Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and excluding accrued and unpaid interest, which will be paid in addition to the purchase price up to, but excluding, the Change of Control Payment Date. Unless the Purchaser defaults in payment of the purchase price and accrued and unpaid interest, interest will no longer accrue on any Notes accepted for payment after the Change of Control Payment Date. Interest will continue to accrue on any Notes not accepted for payment after the Change of Control Payment Date. |
Under the Indenture, upon the occurrence of a Change of Control Repurchase Event, each holder has the right to require that the Issuer purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, up to, but excluding, the Change of Control Payment Date (a “Change of Control Offer”). The Offer is being made by the Purchaser to fulfill the Issuer’s obligation to complete a Change of Control Offer in connection with the occurrence of a Change of Control Repurchase Event and, as permitted by the Indenture, is being made in advance of, and conditional upon, the occurrence of the Change of Control Repurchase Event. As described in the Offer to Purchase, a Change of Control Repurchase Event is expected to result from the consummation of the Acquisition.
Expiration, Withdrawal and Settlement
The Offer will expire at 5:00 p.m., New York City time, on July 1, 2026, unless the Offer is extended or earlier terminated by the Purchaser as described in the Offer to Purchase (such time and date, as it may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time to be eligible to receive the purchase price and accrued and unpaid interest.
Payment for Notes validly tendered and not validly withdrawn and accepted for payment is expected to be made promptly following the acceptance of the Notes, expected to be on or around July 7, 2026 (the “Change of Control Payment Date”), unless the Expiration Time is extended or the Offer is earlier terminated by the Purchaser. Payments for the Notes accepted for payment will be made on the Change of Control Payment Date by the transmission of immediately available funds by the Purchaser, at the Tender and Information Agent’s instruction, to The Depository Trust Company (“DTC”), subject to satisfaction or waiver of the conditions of the Offer, as applicable.
No Consent Solicitation
The Offer is not being made in connection with any consent solicitation, and none of the Purchaser, Issuer or the Company are seeking any amendment, waiver or modification of the Indenture governing the Notes in connection with the Offer. Notes not tendered and purchased in the Offer will remain outstanding and will continue to be governed by the existing terms of the Indenture.
Tender Procedures
All Notes are held in book-entry form through the facilities of DTC. A registered holder wishing to tender any Notes held in book-entry form must comply with the applicable procedures of the DTC. Registered holders must tender their Notes through the DTC Automated Tender Offer Program, for which the Offer will be eligible and follow the procedures set forth in the Offer to Purchase.
A beneficial owner of Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must instruct such broker, dealer, commercial bank, trust company or other nominee to tender the Notes on the beneficial owner’s behalf. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company, or other nominee as soon as possible in order to determine the times by which such beneficial owner must take action in order to participate in the Offer. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer.
There are no guaranteed delivery procedures provided in conjunction with the Offer. Holders must tender their Notes in accordance with the procedures set forth in the Offer to Purchase at or prior to the Expiration Time in order to participate in the Offer.
The Purchaser is offering to purchase any and all Notes validly tendered and not validly withdrawn pursuant to the Offer. There is no cap and no proration applicable to the Offer.
Conditions to the Offer
Consummation of the Offer is conditioned upon (i) the occurrence of the Change of Control Repurchase Event; and (ii) the satisfaction or waiver of certain general conditions described in the Offer to Purchase. The consummation of the Acquisition is expected to result in the occurrence of a Change of Control Repurchase Event.
If the Acquisition fails to be consummated, or the consummation of the Acquisition does not result in the occurrence of a Below Investment Grade Rating Event, no Change of Control Repurchase Event will have occurred, and the Offer will be terminated without any Notes being purchased. In such event, tendered Notes will be credited to the account maintained at DTC from which such Notes were delivered, promptly following the date of such termination.
The Purchaser has the right, subject to applicable law and the terms of the Indenture, to terminate, extend or amend the Offer as described in the Offer to Purchase.
No Recommendation
None of the Purchaser, the Issuer, the Company, the Tender and Information Agent or the Trustee or their respective affiliates makes any recommendation in connection with the Offer as to whether any holder should tender or refrain from tendering all or any portion of the principal amount of such holder’s Notes. Holders must make their own decision as to whether to participate in the Offer and, if so, the principal amount of Notes to tender.
Tender and Information Agent
D.F. King & Co., Inc. has been appointed as tender and information agent (the “Tender and Information Agent”) for the Offer. Questions concerning the terms of the Offer and tender procedures and requests for additional copies of the Offer to Purchase should be directed to the Tender and Information Agent by phone (toll-free) at (866) 864-7961 or (all other calls) at (646) 690-9645, or by email at JHG@dfking.com.
Offer Disclaimer
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Offer to Purchase and the related materials. The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting the Tender and Information Agent using the contact information set forth above.
Forward-Looking Statements
Certain statements in this communication not based on historical facts are “forward-looking statements.” Such forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s, the Issuer’s and the Purchaser’s beliefs and assumptions, and information currently available to the Company, the Issuer and the Purchaser. These include statements as to the Company’s, the Issuer’s and/or the Purchaser’s future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events, including with respect to the timing and anticipated benefits of the Acquisition. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by the Company, the Issuer, the Purchaser and their respective management teams, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. None of the Company, the Issuer or the Purchaser undertake any obligation to publicly update or revise these forward-looking statements.
Various risks, uncertainties, assumptions and factors that could cause actual results, performance, achievements or future results to differ materially from those expressed by the forward-looking statements included in this communication include, but are not limited to: the ability to obtain the regulatory and other approvals required to consummate the Acquisition and the timing of the closing of the Acquisition, including the risks that a condition to consummation of the Acquisition would not be satisfied within the expected timeframe or at all or that the consummation of the Acquisition would not occur; the availability of the financing needed to consummate the Acquisition; the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement related to the Acquisition; that shareholder litigation in connection with the Acquisition may affect the timing or occurrence of the consummation of the Acquisition or result in significant costs of defense, indemnification and liability; unanticipated difficulties or expenditures relating to the Acquisition, including the impact of the Acquisition on the Company’s and the Issuer’s businesses; that the Acquisition generally may involve unexpected costs, liabilities or delays; that the businesses of the Company and the Issuer may suffer as a result of uncertainty surrounding the Acquisition; that the Company and the Issuer may be adversely affected by economic, business, and/or competitive factors; and other risks described in the Offer to Purchase and in the Company’s periodic filings with the SEC.
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