Janus Henderson US (Holdings) Inc. Announces Expiration and Results of Offer to Purchase for Cash Any and All of Its Outstanding 5.450% Senior Notes Due 2034

NEW YORK--(BUSINESS WIRE)--Janus Henderson US (Holdings) Inc. (as successor to Jupiter Borrower, Inc.) (the “Issuer”), a wholly-owned subsidiary of Janus Henderson Group Ltd. (the “Company” or “Janus Henderson”), today announced the expiration and results of the previously-announced offer to purchase for cash (the “Offer”) any and all of its outstanding 5.450% Senior Notes due 2034 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2026 (the “Offer to Purchase”), and pursuant to the terms of the indenture governing the Notes (the “Indenture”).

The Offer was made in connection with the acquisition of the Company (the “Acquisition”) by funds affiliated with Trian Fund Management, L.P. (“Trian”) and General Catalyst Group Management, LLC (“General Catalyst”), which was consummated on June 30, 2026. The consummation of the Acquisition (i) constituted a “Change of Control” under the Indenture; and (ii) led to a Below Investment Grade Rating Event (as described in the Offer to Purchase). Therefore, the consummation of the Acquisition resulted in the occurrence of a Change of Control Repurchase Event under the Indenture. The Offer was made pursuant to the Change of Control Offer provisions of the Indenture, and 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.

The Offer expired at 5:00 p.m., New York City time, on July 1, 2026 (the “Expiration Time”). According to information provided by D.F. King & Co., Inc., as tender and information agent for the Offer (the “Tender and Information Agent”), $346,422,000 aggregate principal amount of Notes, representing 86.61% of the $400,000,000 aggregate principal amount of the Notes outstanding as of the date of the Offer to Purchase, were validly tendered and not validly withdrawn at or prior to the Expiration Time.

The Issuer has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. The table below sets forth information about the Notes:

Issuer	Title of Security	CUSIP No.^(1)	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Tendered and Accepted for Purchase	Purchase Price (per $1,000 principal amount) ^(2)	Accrued Interest
Janus Henderson US (Holdings) Inc.	5.450% Senior Notes due 2034	47103M AA6 47103M AB4 U4700M AA1	$400,000,000	$346,422,000	$1,010.00 (101.000% of principal amount)	Accrued and unpaid interest to, but excluding, the Change of Control Payment Date

(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.

(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 Issuer 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.

Payment for Notes validly tendered and not validly withdrawn and accepted for payment is expected to be made on or around July 7, 2026 (the “Change of Control Payment Date”). 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 Issuer, at the Tender and Information Agent’s instruction, to The Depository Trust Company (“DTC”). Following the purchase and cancellation of the Notes accepted for purchase pursuant to the Offer, $53,578,000 aggregate principal amount of Notes will remain outstanding.

No Consent Solicitation

The Offer was not made in connection with any consent solicitation, and neither Issuer nor the Company sought any amendment, waiver or modification of the Indenture 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 and Information Agent

D.F. King & Co., Inc. has been appointed as Tender and Information Agent for the Offer. Questions concerning the Offer may be directed to the Tender and Information Agent by phone (toll-free) at [phone] or (all other calls) at [phone], or by email at [e-mail].

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 was 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 press release not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws. Such forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s belief and assumptions, and information currently available to the Company. These include statements as to the Company’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 pending and recently completed transactions and strategic partnerships, and expectations regarding opportunities that align with the Company’s strategy. 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 and its management team, 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. Neither the Company nor the Issuer undertake any obligation to publicly update or revise these forward-looking statements.

Various risks, uncertainties, assumptions and factors that could cause the Company’s actual results, performance, achievements or future results to differ materially from those expressed by the forward-looking statements included in this press release include, but are not limited to, the outcome of any legal proceedings that may be instituted against the parties and others related to the Acquisition, that shareholder litigation in connection with the Acquisition may 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 business, that the Acquisition generally may involve unexpected costs, liabilities or delays, that the business of the Company may suffer as a result of uncertainty surrounding the Acquisition, that the Company may be adversely affected by other economic, business, and/or competitive factors, including the net asset value of assets in certain of the Company’s funds, and/or potential difficulties in employee retention as a result of the Acquisition, changes in interest rates and inflation, changes in trade policies (including the imposition of new or increased tariffs), volatility or disruption in financial markets, the Company’s investment performance as compared to third-party benchmarks or competitive products, redemptions, and other risks, uncertainties, assumptions, and factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings or furnishings made by the Company with the SEC.