UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2024 (
(Exact name of registrant as specified in its charter)
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| Item 8.01 | Other Events. |
On September 5, 2024, Janus Henderson US (Holdings) Inc. (the “Issuer”), a wholly owned subsidiary of Janus Henderson Group plc (the “Company”), priced its private offering of $400 million aggregate principal amount of 5.450% senior unsecured notes due 2034 (the “Notes”). The Notes will be the senior unsecured obligations of the Issuer and will be guaranteed on a senior unsecured basis by the Company. The Notes are expected to be issued on or around September 10, 2024, subject to customary closing conditions.
The Issuer intends to use the proceeds from the sale of the Notes to redeem in full its 4.875% senior unsecured notes due 2025 (the “Existing Notes”), including the payments of premiums and accrued interest to the redemption date. Any remaining proceeds will be used for general corporate purposes. Pending this utilization, the Company may temporarily invest the net proceeds in short term investment grade liquid investments.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, as amended (the “Securities Act”), and outside the United States only to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. At the time of issuance, the Issuer and the Company will enter into a registration rights agreement pursuant to which they will agree to use their commercially reasonable efforts to file a registration statement with respect to exchange offers for the Notes under certain circumstances.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This Current Report on Form 8-K shall not constitute a notice of redemption with respect to the Existing Notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Janus Henderson Group plc | ||
| Date: September 5, 2024 | By: | /s/ Roger Thompson |
| Name: | Roger Thompson | |
| Title: | Chief Financial Officer | |