Correspondence 0001104659-25-004925 from JANUS HENDERSON GROUP PLC (JHG) (CIK 0001274173) (JHG)
JANUS HENDERSON GROUP PLC (JHG) (CIK 0001274173)
Date: Jan. 21, 2025 · CIK: 0001274173 · Accession: 0001104659-25-004925
AI Filing Summary & Sentiment
File numbers found in text: 333-283305
Letter
Janus Henderson Group plc
201 Bishopsgate
London, United Kingdom
EC2M3AE
Janus Henderson US (Holdings) Inc.
151 Detroit Street
Denver, CO 80206
January 21, 2025
VIA EDGAR
Division of Corporation Finance
Office of Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Robert Arzonetti
Susan Block
Re: Janus Henderson Group plc
Janus Henderson US (Holdings) Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 13, 2024
File Nos. 333-283305 and 333-283305-01
Ladies and Gentlemen:
On behalf of Janus Henderson US (Holdings) Inc. (the “Company”), we are submitting this letter to the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance, dated December 20, 2024 (the “Comment Letter”), regarding Janus Henderson US (Holdings) Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on December 20, 2024, File Nos. 333-283305 and 333-283305-01 (the “Registration Statement”).
In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and simultaneously is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) with the Commission.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 2
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 2. All references to page numbers and captions (unless otherwise stated) correspond to the page numbers and captions in Amendment No. 2.
Amendment No. 1 to the Registration Statement on Form S-4
General
1. We note your response to prior comment 2. Please provide the representations and acknowledgments requested in the transmittal letter and include the Form of Transmittal Letter as an exhibit to the registration statement. Refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question and Answer 125.13.
Response: In response to the Staff’s comment, the Company has filed as an exhibit to Amendment No. 2 to the Registration Statement the Letter of Transmittal containing the representations and acknowledgments requested.
2. We note your response to prior comment 3 and that you removed the disclosure regarding the tax consequences of the transaction. Please revise to include disclosure about the tax consequences of the transaction and include an opinion, if applicable, or advise. Refer to Item 3(a)(k) and Item 4(a)(6) of Form S-4 and Section III.B.2. of Staff Legal Bulletin No. 19.
Response: The Company respectfully advises that it believes that the U.S. federal income tax consequences to a holder who exchanges an Outstanding Note for a New Note pursuant to the Exchange Offer are not material to a holder of an Outstanding Note because the treatment of the exchange as a non-taxable event for holders is clear under U.S. federal income tax law and there is no material risk of alternative treatment. Given the absence of any material U.S. federal income tax consequences, the Company believes disclosure of the tax consequences is not required pursuant to Item 4(a)(6) or, in this case, warranted pursuant to Item 3(a)(k), in each case under Form S-4. Further, because the Registration Statement will not include a representation as to the immaterial tax consequences of the Exchange Offer, the Company believes that a tax opinion is not required under Item 601(b)(8) of Regulation S-K.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 3
Signatures, page II-10
3. The registration statement must be signed by the issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its board of directors. Any person who occupies more than one of the specified positions should indicate each capacity in which he signs the registration statement. Please revise page II-10 to identify who is signing as the principal executive officer, principal financial officer and principal accounting officer for Janus Henderson US (Holdings) Inc. Refer to Instruction 1 to Signatures on Form S-4.
Response: The Company respectfully advises the Staff that it has revised the disclosure on page II-10 of Amendment No. 2 to the Registration Statement to identify who is signing as the principal executive officer, principal financial officer and principal accounting officer for Janus Henderson US (Holdings) Inc.
***
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 4
Please direct any questions or comments regarding the foregoing to me at (212) 735-2439 or Laura.Kaufmann@skadden.com.
Very truly yours,
/s/ Laura Kaufmann Belkhayat
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Janus Henderson Group plc
201 Bishopsgate
London, United Kingdom
EC2M3AE
Janus Henderson US (Holdings) Inc.
151 Detroit Street
Denver, CO 80206
January 21, 2025
VIA EDGAR
Division of Corporation Finance
Office of Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Robert Arzonetti
Susan Block
Re: Janus Henderson Group plc
Janus Henderson US (Holdings) Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 13, 2024
File Nos. 333-283305 and 333-283305-01
Ladies and Gentlemen:
On behalf of Janus Henderson US (Holdings) Inc.
(the “Company”), we are submitting this letter to the U.S. Securities and Exchange Commission (the “SEC”)
via EDGAR in response to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance,
dated December 20, 2024 (the “Comment Letter”), regarding Janus Henderson US (Holdings) Inc.’s Amendment
No. 1 to the Registration Statement on Form S-4 filed with the SEC on December 20, 2024, File Nos. 333-283305 and 333-283305-01
(the “Registration Statement”).
In response to the comments set forth in the Comment
Letter, the Company has revised the Registration Statement and simultaneously is filing Amendment No. 2 to the Registration Statement
(“Amendment No. 2”) with the Commission.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 2
The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 2.
All references to page numbers and captions (unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 2.
Amendment No. 1 to the Registration Statement on Form S-4
General
1. We note your response to prior comment 2. Please provide the representations and acknowledgments requested in the transmittal
letter and include the Form of Transmittal Letter as an exhibit to the registration statement. Refer to Compliance and Disclosure
Interpretations, Securities Act Forms, Question and Answer 125.13.
Response: In response to the Staff’s comment,
the Company has filed as an exhibit to Amendment No. 2 to the Registration Statement the Letter of Transmittal containing the representations
and acknowledgments requested.
2. We note your response to prior comment 3 and that you removed the disclosure regarding the tax consequences of the transaction.
Please revise to include disclosure about the tax consequences of the transaction and include an opinion, if applicable, or advise. Refer
to Item 3(a)(k) and Item 4(a)(6) of Form S-4 and Section III.B.2. of Staff Legal Bulletin No. 19.
Response: The Company respectfully advises that it
believes that the U.S. federal income tax consequences to a holder who exchanges an Outstanding Note for a New Note pursuant to the Exchange
Offer are not material to a holder of an Outstanding Note because the treatment of the exchange as a non-taxable event for holders is
clear under U.S. federal income tax law and there is no material risk of alternative treatment. Given the absence of any material U.S.
federal income tax consequences, the Company believes disclosure of the tax consequences is not required pursuant to Item 4(a)(6) or,
in this case, warranted pursuant to Item 3(a)(k), in each case under Form S-4. Further, because the Registration Statement will
not include a representation as to the immaterial tax consequences of the Exchange Offer, the Company believes that a tax opinion is
not required under Item 601(b)(8) of Regulation S-K.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 3
Signatures, page II-10
3. The registration statement must be signed by the issuer, its principal executive officer, principal financial officer, principal
accounting officer, and a majority of the members of its board of directors. Any person who occupies more than one of the specified positions
should indicate each capacity in which he signs the registration statement. Please revise page II-10 to identify who is signing as
the principal executive officer, principal financial officer and principal accounting officer for Janus Henderson US (Holdings) Inc. Refer
to Instruction 1 to Signatures on Form S-4.
Response: The Company respectfully advises the Staff
that it has revised the disclosure on page II-10 of Amendment No. 2 to the Registration Statement to identify who is signing
as the principal executive officer, principal financial officer and principal accounting officer for Janus Henderson US (Holdings) Inc.
***
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 21, 2025
Page 4
Please direct any questions or comments regarding
the foregoing to me at (212) 735-2439 or Laura.Kaufmann@skadden.com.
Very truly yours,
/s/ Laura Kaufmann Belkhayat
Laura Kaufmann Belkhayat
cc: Michelle Rosenberg, President