Janus Capital Group Inc. (NYSE:JNS) Files An 8-K Entry into a Material Definitive Agreement

Janus Capital Group Inc. (NYSE:JNS) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01Entry into a Material Definitive Agreement

Fourth Supplemental Indenture

On May30, 2017, Janus Capital Group Inc., a Delaware corporation
(JCG), Henderson Group plc (which has been renamed as Janus
Henderson Group plc, a company incorporated in Jersey (Janus
Henderson)) and The Bank of New York Mellon Trust Company, N.A.
(the Trustee) entered into the Fourth Supplemental Indenture (the
Fourth Supplemental Indenture) to the Indenture, dated as of
November6, 2001 (the Base Indenture), between JCG (formerly known
as Stilwell Financial Inc.) and the Trustee (as successor to The
Chase Manhattan Bank), as amended and supplemented by the Third
Supplemental Indenture (the Third Supplemental Indenture, and
together with the Base Indenture and the Fourth Supplemental
Indenture the JCG Convertible Notes Indenture), dated as of
June19, 2013, providing for the issuance of JCGs 0.75%
Convertible Senior Notes due 2018 (the JCG Convertible Notes).
The Fourth Supplemental Indenture became effective upon closing
of the Merger (as defined herein).

to the terms of the Fourth Supplemental Indenture, Janus
Henderson provided a full and unconditional guarantee (the JCG
Convertible Notes Guarantee) of the obligations of JCG under the
JCG Convertible Notes Indenture and the JCG Convertible Notes. In
addition, the Fourth Supplemental Indenture provides that the
right to convert each $1,000 principal amount of JCG Convertible
Notes is changed into a right to convert such principal amount of
JCG Convertible Notes into the kind and amount of shares of stock
that a holder of a number of shares of JCG common stock equal to
the conversion rate immediately prior to the effective time of
the Merger would have been entitled to receive in the Merger.

The JCG Convertible Notes pay interest semiannually at a rate of
0.75% per annum on January15 and July15 of each year. Upon
closing of the Merger the JCG Convertible Notes are convertible,
under certain circumstances, into cash, Janus Henderson Ordinary
Shares (as defined herein), or a combination of cash and Janus
Henderson Ordinary Shares, at JCGs election, at a conversion rate
of 44.4712 Janus Ordinary Shares per $1,000 principal amount of
JCG Convertible Notes, which is equivalent to an initial
conversion price of approximately $22.49 per Janus Henderson
Ordinary Share, subject to adjustment in certain circumstances
including the occurrence of a Fundamental Change (as defined in
the Third Supplemental Indenture). The JCG Convertible Notes will
mature on July15, 2018, unless earlier converted or repurchased.
The JCG Convertible Notes are not redeemable prior to maturity.
JCG is required to offer to repurchase the JCG Convertible Notes
following a Fundamental Change at a price equal to 50% of the
principal amount of the JCG Convertible Notes to be purchased,
plus accrued and unpaid interest, if any, to, but excluding, the
Fundamental Change Purchase Date (as defined in the Third
Supplemental Indenture).

The foregoing description of (a)the Base Indenture does not
purport to be complete and is qualified in its entirety by
reference to such document, which was filed as Exhibit4.1 to JCGs
Current Report on Form8-K, dated November6, 2001 and is
incorporated by reference into this Item 1.01, (b)the Third
Supplemental Indenture does not purport to be complete and is
qualified in its entirety by reference to such document, which
was filed as Exhibit4.5.4 to Janus Capital Group Inc.s Annual
Report on Form10-K for the year ended December31, 2013 and is
incorporated by reference into this Item 1.01 and (c)the Fourth
Supplemental Indenture and the form of the JCG Convertible Notes
are qualified in their entirety by reference to such documents,
copies of which are filed herewith as Exhibit4.3 and Exhibit4.6,
respectively hereto and are incorporated into this Item 1.01 by
reference.

Fifth Supplemental Indenture

On May30, 2017, Janus Henderson, JCG and the Trustee entered
into the Fifth Supplemental Indenture (the Fifth Supplemental
Indenture) to the Base Indenture, as amended and supplemented
by the Officers Certificate (the Officers Certificate, and
together with the Base Indenture and the Fifth Supplemental
Indenture the JCG 2025 Notes Indenture), dated as of July31,
2015, providing for the issuance of JCGs 4.875% Notes due 2025
(the JCG 2025 Notes). The Fifth Supplemental Indenture became
effective upon closing of the Merger. to the terms of the Fifth
Supplemental Indenture, Janus Henderson provided a full and
unconditional guarantee (the JCG 2025 Notes Guarantee) of the
obligations of JCG under the JCG 2025 Notes Indenture and the
JCG 2025 Notes.

Interest on the JCG 2025 Notes is payable semi-annually, in
arrears, on February1 and August1 of each year. The JCG 2025
Notes will mature on August1, 2025. If JCG experiences a change
of control (as defined in the Officers Certificate) and in
connection therewith the JCG 2025 Notes become rated below
investment grade by SP and Moodys, JCG must offer to repurchase
all JCG 2025 Notes at a price equal to 101% of the principal
amount plus accrued and unpaid interest thereon, if any, to the
repurchase date.

The JCG 2025 Notes may be redeemed prior to May1, 2025 (three
months prior to the maturity date of the JCG 2025 Notes) at
JCGs option in whole or in part at any time or from time to
time at the greater of (i)50% of the principal amount and (ii)a
make-whole redemption price. In addition, the JCG 2025 Notes
may be redeemed on or after May1, 2025 at JCGs option in whole
or in part at any time or from time to time at 50% of the
principal amount of the JCG 2025 Notes being redeemed. In the
case of any such redemption, JCG will also pay accrued and
unpaid interest thereon, if any, to the redemption date.

The foregoing description of (a)the Base Indenture does not
purport to be complete and is qualified in its entirety by
reference to such document, which was filed as Exhibit4.1 to
JCGs Current Report on Form8-K, dated November6, 2001 and is
incorporated by reference into this Item 1.01 and (b)the
Officers Certificate, the Fifth Supplemental Indenture and the
form of the JCG 2025 Notes do not purport to be complete and
are qualified in their entirety by reference to such documents,
copies of which are filed herewith as Exhibit4.4, Exhibit4.5
and Exhibit4.7, respectively hereto and are incorporated into
this Item 1.01 by reference.

Item1.02Termination of a Material Definitive
Agreement

On May30, 2017, in connection with the Merger, JCG terminated
all commitments under the $200 million Five-Year Unsecured
Revolving Credit Facility Agreement (the Credit Facility),
dated as of November25, 2013, among JCG, the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent,
and Wells Fargo Bank, National Association as syndication
agent. There were no borrowings under the Credit Facility as of
the termination of such commitments.

The foregoing description of the Credit Facility does not
purport to be complete and is qualified in its entirety by
reference to such document, which was filed as Exhibit10.2 of
the JCGs Annual Report on Form10-K for the year ended
December31, 2013 and is incorporated by reference into this
Item 1.02.

Item2.01Completion of Acquisition or Disposition of
Assets.

On May30, 2017, to that certain Agreement and Plan of Merger,
dated as of October3, 2016 (the Merger Agreement), by and among
JCG, Janus Henderson, and Horizon Orbit Corp., a Delaware
corporation and direct wholly-owned subsidiary of Janus
Henderson (Merger Sub), JCG and Janus Henderson completed the
merger-of-equals whereby the Merger Sub merged with and into
JCG, with JCG surviving the merger as a direct wholly-owned
subsidiary of Janus Henderson (the Merger).

At the effective time of the Merger (the Effective Time), each
share of common stock, par value $0.01 per share, of JCG issued
and outstanding immediately prior to the completion of the
Merger was automatically converted into the right to receive
0.47190 (the Exchange Ratio) fully paid up Janus Henderson
ordinary shares, par value $1.50 per share, together with cash
in lieu of fractional Janus Henderson ordinary shares (the
Merger Consideration).

to the Merger Agreement, at the Effective Time, each JCG
restricted stock award that was outstanding immediately prior
to the Effective Time became converted into a number of
restricted shares of Janus Henderson multiplied by the Exchange
Ratio.

The foregoing references to the Merger and the Merger Agreement
do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement, which was filed
as Exhibit2.1 of the JCGs Current Report on Form8-K filed on
October3, 2016 and is incorporated by reference into this
Item2.01.

Item3.01Notice of Delisting or Failure to Satisfy a
Continued Listing Ruleor Standard; Transfer of
Listing.

In connection with the consummation of the transactions
contemplated by the Merger Agreement, JCG is no longer listed
on the New York Stock Exchange (the NYSE). On May19, 2017, JCG
notified the NYSE of the target closing date of May30, 2017. On
May30, 2017, JCG requested that the NYSE delist the common
stock of JCG, par value $0.01, from the NYSE and file a
notification of removal from listing on Form25 with the
Securities and Exchange Commission (the SEC). The NYSE delisted
the common stock of JCG from the NYSE and filed a notification
of removal from listing on Form25 with the SEC.

Additionally, JCG intends to file with the SEC certifications
on Form15 under the Securities Exchange Act of 1934, as amended
(the Exchange Act), requesting the deregistration of the common
stock of JCG under Section12(g)of the Exchange Act and the
suspension of JCGs reporting obligations under Section15(d)of
the Exchange Act as promptly as practicable. The information
set forth under Item2.01 of this Current Report on Form8-K is
incorporated by reference into this Item3.01.

Item3.03Material Modification to Rights of Security
Holders.

The information set forth under Items 2.01, 3.01 and 5.03 of
this Current Report on Form8-K is incorporated by reference
into this Item3.03.

to the Merger Agreement and in connection with the consummation
of the Merger, each outstanding share of common stock of JCG
was converted into the right to receive the Merger
Consideration.

Item5.01Changes in Control of Registrant.

On May30, 2017, Merger Sub was merged with and into JCG to the
Merger Agreement, with JCG as the surviving entity.

The information set forth under Items 2.01 and 5.02 of this
Current Report on Form8-K is incorporated by reference into
this Item5.01.

Item5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Upon completion of the Merger, each of the directors of JCG,
other than Richard M. Weil, immediately prior to the Effective
Time (Jeffrey J. Diermeier, Eugene Flood Jr., J. Richard
Fredericks, Deborah R. Gatzek, Lawrence E. Kochard, Arnold A.
Pinkston, Glenn S. Schafer, Billie L. Williamson and
Tatsusaburo Yamamoto) are no longer directors of JCG.

Item5.03Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the Effective Time, the certificate of incorporation of JCG,
as in effect immediately prior to the Merger, was amended and
restated to be in the form of the certificate of incorporation
attached as Exhibit3.1, which is incorporated herein by
reference.

At the Effective Time, the bylaws of JCG were amended and
restated to be in the form of the bylaws attached as
Exhibit3.2, which is incorporated herein by reference.

The information regarding the Merger and the Merger Agreement
set forth under Item 2.01 of this Current Report on Form8-K is
incorporated by reference into this Item 5.03.

Item9.01Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated as of October3, by
and among Henderson Group plc, Horizon Orbit Corp., and
Janus Capital Group Inc. (incorporated herein by
reference to Exhibit2.1 of the Current Report on
Form8-K filed by Janus Capital Group Inc. on October3,
2016).

3.1

Amended and Restated Certificate of Incorporation of
Janus Capital Group Inc.

3.2

Amended and Restated Bylaws of Janus Capital Group Inc.

4.1

Indenture dated as of November6, 2001 (the Base
Indenture), between Janus Capital Group Inc. and The
Bank of New York Trust Company N.A. (as successor to
The Chase Manhattan Bank), ( incorporated by reference
from Exhibit4.1 to Janus Capital Group Inc.s Current
Report on Form8-K, dated November6, 2001) (File
No.001-15253)

4.2

Third Supplemental Indenture to the Base Indenture,
dated June19, 2013, between Janus Capital Group Inc.
and The Bank of New York Mellon Trust Company N.A.,
(incorporated by reference from Exhibit4.5.4 to Janus
Capital Group Inc.s Annual Report on Form10-K for the
year ended December31, 2013) (File No.001-15253)

4.3

Fourth Supplemental Indenture to the Base Indenture,
dated as of May30, 2017, among Janus Capital Group
Inc., Henderson Group plc and The Bank of New York
Mellon Trust Company N.A.

4.4

Officers Certificate to the Base Indenture establishing
the terms of the Janus Convertible Notes (incorporated
by reference from Exhibit4.10.1 to Janus Capital Group
Inc.s Annual Report on Form10-K for the year ended
December31, 2013) (File No.001-15253)

4.5

Fifth Supplemental Indenture to the Base Indenture,
dated as of May30, 2017, among Janus Capital Group
Inc., Henderson Group plc and The Bank of New York
Mellon Trust Company N.A.

4.6

Formof Janus Convertible Notes (incorporated by
reference from Exhibit4.10.1 to Janus Capital Group
Inc.s Annual Report on Form10-K for the year ended
December31, 2013) (File No.001-15253)

4.7

Formof Global Notes for the Janus 2025 Notes
(incorporated by reference from Exhibit4.2 to Janus
Capital Group Inc.s Current Report on Form8-K, dated
July31, 2015) (File No.001-15253)

10.1

$200 million Five-Year Unsecured Revolving Credit
Facility Agreement, dated as of November25, 2013, among
Janus Capital Group Inc., the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, and
Wells Fargo Bank, National Association as syndication
agent (incorporated by reference from Exhibit10.2 to
Janus Capital Group Inc.s Annual Report on Form10-K for
the year ended December31, 2013 (File No.001-15253))

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 CAPITAL GROUP INC.

Date: May30, 2017

By:

Name:

Title:

EXHIBITINDEX

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated as of October3, by
and among Henderson Group plc, Horizon Orbit Corp., and
Janus Capital Group Inc. (incorporated herein by
reference to Exhibit2.1 of the Current Report on Form8-K
filed by Janus Capital Group Inc. on October3, 2016).

3.1

Amended and Restated Certificate of Incorporation of
Janus Capital Group Inc.

3.2

Amended and Restated Bylaws of Janus Capital Group Inc.

4.1

Indenture dated as of November6, 2001 (the Base
Indenture), between Janus Capital Group Inc. and The Bank
of New York Trust Company N.A. (as successor to The Chase
Manhattan Bank), ( incorporated by reference from
Exhibit4.1 to Janus Capital Group Inc.s Current Report on
Form8-K, dated November6, 2001) (File No.001-15253)

4.2

Third Supplemental Indenture to the Base Indenture, dated
June19, 2013, between Janus Capital Group Inc. and The
Bank of New York Mellon Trust Company N.A., (incorporated
by reference from Exhibit4.5.4 to Janus Capital Group
Inc.s Annual Report on Form10-K for the year ended
December31, 2013) (File No.001-15253)

4.3

Fourth Supplemental Indenture to the Base Indenture,
dated as of May30, 2017, among Janus Capital Group Inc.,
Henderson Group plc and The Bank of New York Mellon Trust
Company N.A.

4.4

Officers Certificate


About Janus Capital Group Inc. (NYSE:JNS)

Janus Capital Group Inc. provides investment management, administration, distribution and related services to financial advisors, individuals and institutional clients through mutual funds, separate accounts, other pooled investment vehicles and subadvised relationships (collectively referred to as investment products) in both domestic and international markets. The Company operates through its investment management business segment. The Company provides investment management solutions across a range of disciplines, including fundamental the United States and global equities (growth and value), mathematical equities, fixed income and alternatives, through its subsidiaries, Janus Capital Management LLC (Janus), INTECH Investment Management LLC (INTECH), Perkins Investment Management LLC (Perkins), VS Holdings, Inc. (VelocityShares) and Kapstream Capital Pty Limited (Kapstream).

Janus Capital Group Inc. (NYSE:JNS) Recent Trading Information

Janus Capital Group Inc. (NYSE:JNS) closed its last trading session at 0.0000 with 57,161,642 shares trading hands.

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