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

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

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.

EXHIBITINDEX