SEC Comment Letter 0000000000-24-014177 to Janus Henderson US (Holdings) Inc. (CIK 0002043380)
Janus Henderson US (Holdings) Inc. (CIK 0002043380)
Date: Dec. 20, 2024 · CIK: 0002043380 · Accession: 0000000000-24-014177
AI Filing Summary & Sentiment
File numbers found in text: 333-283305
Letter
December 20, 2024 Michelle Rosenberg President Janus Henderson US (Holdings) Inc. 201 Bishopsgate London, United Kingdom EC2M3AE Ali Dibadj Chief Executive Officer Janus Henderson Group plc 151 Detroit Street Denver, CO 80206 Re:Janus Henderson US (Holdings) Inc. Janus Henderson Group plc Amendment 1 to Registration Statement on Form S-4 Filed December 13, 2024 File Nos. 333-283305 and 333-283305-01 Dear Michelle Rosenberg and Ali Dibadj: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our December 2, 2024 letter. Amendment No. 1 to the Registration Statement on Form S-4 General We note your response to prior comment 2. Please provide the representations and acknowledgments requested in the transmittal letter and include the Form of 1.
December 20, 2024 Page 2 Transmittal Letter as an exhibit to the registration statement. Refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question and Answer 125.13. 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. 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. 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 cc:Laura A. Kaufmann
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December 20, 2024
Michelle Rosenberg
President
Janus Henderson US (Holdings) Inc.
201 Bishopsgate
London, United Kingdom
EC2M3AE
Ali Dibadj
Chief Executive Officer
Janus Henderson Group plc
151 Detroit Street
Denver, CO 80206
Re:Janus Henderson US (Holdings) Inc.
Janus Henderson Group plc
Amendment 1 to Registration Statement on Form S-4
Filed December 13, 2024
File Nos. 333-283305 and 333-283305-01
Dear Michelle Rosenberg and Ali Dibadj:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our December 2, 2024 letter.
Amendment No. 1 to the Registration Statement on Form S-4
General
We note your response to prior comment 2. Please provide the representations and
acknowledgments requested in the transmittal letter and include the Form of 1.
December 20, 2024
Page 2
Transmittal Letter as an exhibit to the registration statement. Refer to Compliance and
Disclosure Interpretations, Securities Act Forms, Question and Answer 125.13.
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.
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.
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
cc:Laura A. Kaufmann