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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date of
earliest event reported): August 12, 2024
Commission
File Number 001-38103
JANUS HENDERSON GROUP PLC
(Exact name of registrant
as specified in its charter)
| Jersey,
Channel Islands |
98-1376360 |
| (State or other jurisdiction of |
(I.R.S Employer |
| incorporation or organization) |
Identification No.) |
| 201 Bishopsgate |
EC2M3AE |
| London, United Kingdom |
(Zip Code) |
| (Address of principal executive offices) |
|
+44
(0) 20 7818
1818
(Registrant’s
telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $1.50 Per Share Par Value |
JHG |
New York Stock Exchange |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
3.02 Unregistered Sales of Equity Securities.
On
August 12, 2024, Janus Henderson Group plc (“JHG” or the “Company”), Victory Park Capital Advisors, LLC (“VPC”),
Triumph Capital Markets Holdco, LP (“Triumph”) and certain other parties entered into a definitive equity purchase agreement
(the “Purchase Agreement”), pursuant to which, subject to the satisfaction or waiver of specified conditions, the Company
will acquire a majority stake in VPC and Triumph (the “Acquisition”).
The
Acquisition consideration comprises a mix of cash and unregistered shares of JHG common stock, par value $1.50 per share (“Common
Stock”). Pursuant to the Purchase Agreement, the Company will deliver at closing approximately $34,031,250 of Common Stock. The
number of shares of Common Stock to be delivered at closing was calculated based on the daily volume weighted average price per share
of Common Stock quoted on the New York Stock Exchange for the 30 consecutive trading day period ending two business days prior to execution
of the Purchase Agreement, which was $35.30 per share. Based on this share price calculation, the Company will deliver at closing approximately
964,058 shares of Common Stock as partial consideration for the Acquisition. The exact number of shares may be higher or lower.
In
addition, subject to the achievement of certain revenue targets, the Company will deliver a mix of cash and Common Stock earnout consideration,
including up to approximately $27,843,750 in Common Stock, to be payable in 2027.
All
shares of Common Stock to be delivered in connection with the Acquisition will be placed pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.
The
Acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
In
connection with the Acquisition, the parties also entered into an agreement which grants the Company options to purchase up to the total
remaining minority interest in VPC and Triumph over a three-year rolling period beginning in 2029. The Company has discretion to fund
a portion of the consideration to purchase the additional interests with shares of Common Stock.
Item
8.01 Other Events.
On
August 12, 2024, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of that press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished herewith.
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: August 12, 2024 |
By: |
/s/ Roger Thompson |
| |
|
Roger Thompson |
| |
|
Chief Financial Officer |
Exhibit 99.1
Janus
Henderson Announces Acquisition of Global Private
Credit
Manager Victory Park Capital
| · | Acquisition
further expands Janus Henderson’s private credit and institutional capabilities |
| · | Victory
Park Capital has a nearly two decade-long track record in asset-backed focused private credit |
| · | Victory
Park Capital complements Janus Henderson’s existing highly successful securitized credit
franchise |
August 12, 2024
DENVER — Janus Henderson
Group (NYSE: JHG; “Janus Henderson” or the “Company”), a leading global active asset manager, today announced
that it has entered into a definitive agreement to acquire a majority stake in Victory Park Capital Advisors, LLC (“VPC”),
a global private credit manager with a nearly two decade-long track record of providing customized private credit solutions to both established
and emerging businesses. VPC complements Janus Henderson’s highly successful securitized credit franchise and expertise in public
asset-backed securitized markets, and further expands the Company’s capabilities into the private markets for its clients.
Founded in 2007 by Richard Levy and
Brendan Carroll and headquartered in Chicago, VPC invests across industries, geographies, and asset classes on behalf of its long-standing
institutional client base. VPC has specialized in asset-backed lending since 2010, including in small business and consumer finance,
financial and hard assets, and real estate credit. Its suite of investment capabilities also includes legal finance and custom investment
sourcing and management for insurance companies. In addition, the firm offers comprehensive structured financing and capital markets
solutions through its affiliate platform, Triumph Capital Markets. Since inception, VPC has invested approximately $10.3 billion across
over 220 investments1, and has assets under management of approximately $6.0 billion.2
The Company expects that VPC will complement
and build upon Janus Henderson’s $36.3 billion in securitized assets under management globally.3 Janus Henderson has
been a pioneer in active securitized ETFs with innovative products including JAAA, the largest CLO ETF4, JBBB,
which provides exposure to floating-rate CLOs generally rated BBB, the recently launched JSI, which invests in opportunities
across the U.S. securitized markets, and JMBS, the largest actively managed mortgage-backed securities ETF5.
This partnership is highly synergistic
and will enable mutually beneficial growth opportunities. VPC’s long-standing partnerships with global institutional clients, including
insurance companies, pensions, endowments, and sovereign wealth funds, will enhance Janus Henderson’s position in the global institutional
market. In addition, VPC’s investment capabilities tailored to insurance companies will expand Janus Henderson’s product
offering for the Company’s growing insurance clientele. Janus Henderson’s global institutional and private wealth distribution
platform and significant relationships with financial intermediaries will support the distribution and development of VPC products globally.
| 4 | Source:
Morningstar as of July 31, 2024. |
| 5 | Source:
Morningstar as of July 31, 2024. |
This acquisition marks another milestone
in Janus Henderson’s client-led expansion of its private credit capabilities following the Company’s recent announcement
that it will acquire the National Bank of Kuwait’s emerging markets private investments team, NBK Capital Partners, which is expected
to close later this year.
“As we continue to execute on
our client-led strategic vision, we are pleased to expand Janus Henderson’s private credit capabilities further with Victory Park
Capital. Asset-backed lending has emerged as a significant market opportunity within private credit, as clients increasingly look to
diversify their private credit exposure beyond only direct lending. VPC’s investment capabilities in private credit and deep expertise
in insurance align with the growing needs of our clients, further our strategic objective to diversify where we have the right, and amplify
our existing strengths in securitized finance. We believe this acquisition will enable us to continue to deliver for our clients, employees,
and shareholders,” said Ali Dibadj, Chief Executive Officer of Janus Henderson.
“We are excited to partner with
Janus Henderson in VPC’s next phase of growth. This partnership is a testament to the strength of our established brand in private
credit and differentiated expertise, and we believe it will enable us to scale faster, diversify our product offering, expand our distribution
and geographic reach, and bolster our proprietary origination channels,” said Richard Levy, Chief Executive Officer, Chief Investment
Officer, and Founder of VPC.
“As a leading active asset manager
with a diverse, global presence, Janus Henderson is an ideal partner to support our high-caliber team and VPC’s continued expansion.
We have known the Janus Henderson leadership team for many years and believe our organizations are aligned in our client-first mentality,
commitment to disciplined investing, and shared values. This partnership creates tremendous value for clients through accelerated product
development and cross-selling opportunities. We look forward to building on VPC’s successful track record together with Janus Henderson
to continue to deliver differentiated private credit solutions for current and prospective investors and portfolio companies,”
added Brendan Carroll, Senior Partner and Co-Founder of VPC.
The acquisition consideration comprises
a mix of cash and shares of Janus Henderson common stock and is expected to be neutral-to-accretive to earnings per share in 2025. The
acquisition is expected to close in the fourth quarter of 2024 and is subject to customary closing conditions, including regulatory approvals.
An investor presentation on the transaction
is available on Janus Henderson’s Investor Relations website.
Ardea Partners served as exclusive financial
advisor to VPC. Kirkland & Ellis LLP acted as legal counsel to VPC and Sheppard Mullin acted as legal counsel to Janus Henderson.
-ends-
Media Contacts:
Janus Henderson
Candice Sun
Head of Corporate Communications, North
America
+1 303-336-5452
candice.sun@janushenderson.com
Edelman Smithfield for Victory Park
Capital
Julia Fisher
+1 646 301 2968
julia.fisher@edelmansmithfield.com
Investor Relations Contact:
Janus Henderson
Jim Kurtz
Head of Investor Relations
+1 303-336-4529
jim.kurtz@janushenderson.com
Notes to editors
Janus Henderson Group is a leading global
active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined
investments, and world-class service. As of June 30, 2024, Janus Henderson had approximately US$361 billion in assets under management,
more than 2,000 employees, and offices in 24 cities worldwide. The firm helps millions of people globally invest in a brighter future
together. Headquartered in London, Janus Henderson is listed on the New York Stock Exchange.
Source: Janus Henderson Group plc
FORWARD-LOOKING STATEMENTS DISCLAIMER
Past performance is no guarantee of
future results. Investing involves risk, including the possible loss of principal and fluctuation of value.
Certain statements in this press release
are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation
Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements
involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements
to differ materially from those discussed. These include statements as to our 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 transactions and expectations regarding acquisition opportunities. 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 us and our management, 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. We do not undertake any obligation to publicly update or revise these forward-looking statements.
Various risks, uncertainties, assumptions,
and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included
in this press release include, but are not limited to, our ability to realize the anticipated benefits of the acquisition, and the risks,
uncertainties, assumptions, and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, and
in other filings or furnishings made by the Company with the SEC from time to time.
Annualized, pro forma, projected, and
estimated numbers are used for illustrative purposes only, are not forecasts, and may not reflect actual results.
The information, statements, and opinions
contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of any
offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial
instruments.
Not all products or services are available
in all jurisdictions.
Investing involves risk, including the
possible loss of principal and fluctuation of value. Past performance is no guarantee of future results. There is no assurance the stated
objective(s) will be met.
Please consider the charges, risks,
expenses, and investment objectives carefully before investing. For a prospectus or, if available, a summary prospectus containing this
and other information, please call Janus Henderson at 800.668.0434 or download the file from janushenderson.com/info. Read it
carefully before you invest or send money.
ETFs distributed by ALPS Distributors, Inc.
ALPS is not affiliated with Janus Henderson or any of its subsidiaries. Janus Henderson Investors US LLC is the investment adviser of
the ETFs.
Janus Henderson is a trademark of Janus
Henderson Group plc or one of its subsidiaries. © Janus Henderson Group plc.
This press release is solely for
the use of members of the media and should not be relied upon by personal investors, financial advisers, or institutional investors.
We may record telephone calls for our mutual protection, to improve customer service and for regulatory record keeping purposes. All
opinions and estimates in this information are subject to change without notice.
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Janus Henderson (NYSE:JHG)
過去 株価チャート
から 10 2024 まで 10 2024
Janus Henderson (NYSE:JHG)
過去 株価チャート
から 10 2023 まで 10 2024
