JHG Janus Henderson Group Plc

 

 

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.

 

Exhibit Number		Description
99.1		Janus Henderson Group plc press release reporting agreement to acquire majority stake in Victory Park Capital Advisors, LLC.
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

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.

 

 

1

As of July 31, 2024.

2

As of June 30, 2024

3

As of June 30, 2024.

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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