SecProbe.io

December 2, 2024
Michelle Rosenberg
President
Janus Henderson US (Holdings) Inc.
151 Detroit Street
Denver, CO 80206
Re:Janus Henderson US (Holdings) Inc.
Registration Statement on Form S-4
Filed November 18, 2024
File No. 333-283305
Dear Michelle Rosenberg:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
General
We note that you appear to be registering the exchange notes in reliance on our
position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April
13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991)
and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). However, the
prospectus does not appear to contain all of the representations required by the no-
action letters. Specifically, you must represent that you have not entered into any
arrangement or understanding with any person who will receive exchange securities in
the exchange offer to distribute those securities following completion of the offer, and
that you are not aware of any person that will participate in the exchange offer with a
view to distribute the exchange securities. Please revise your prospectus accordingly.
Alternatively, you may provide us with a supplemental letter that includes these 1.

December 2, 2024
Page 2
representations.  Refer to Compliance and Disclosure Interpretations, Securities Act
Forms, Question and Answer 125.13, available on our website, at www.sec.gov.
2.Please also provide the representations that the issuer will include in the transmittal
letter an acknowledgement to be executed by each person participating in the
exchange offer that such participant does not intend to engage in a distribution of the
exchange securities. In addition, the issuer will include in the transmittal letter an
acknowledgement for each person that is a broker-dealer exchanging securities it
acquired for its own account as a result of market-making activities or other trading
activities that such broker-dealer will satisfy any prospectus delivery requirements in
connection with any resale of Exchange Securities received pursuant to the Exchange
Offer. The transmittal letter may also include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act.  Refer to
Compliance and Disclosure Interpretations, Securities Act Forms, Question and
Answer 125.13.  Please also include the form of Transmittal Letter as an exhibit to the
registration statement.

United States Federal Income Tax Consideration, page 46
3.We note your disclosure that there will be no U.S. federal income tax consequences to
a holder who exchanges an Outstanding Note for a New Note pursuant to the
Exchange Offer. As such, please file a tax opinion that supports this statement. Refer
to Section III.A. of Staff Legal Bulletin No. 19, available on our website.  If counsel
will be filing a short form opinion, please ensure that the short-form opinion and
the tax disclosure in the prospectus both clearly state that the disclosure in the tax
consequences section of the prospectus is the opinion of the named counsel. Refer to
Section III.B.2. of Staff Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance