Janus Capital Group Announces Launch of $100 Million Cash Tender Offers For Outstanding Debt

Company Release - 2/21/2012 8:00 AM ET

DENVER--(BUSINESS WIRE)-- Janus Capital Group Inc. (“JCG” or the “Company”) (NYSE: JNS) today announced that it is offering to purchase for cash up to $100 million aggregate principal amount of its outstanding 6.119% Senior Notes due 2014 and 6.700% Senior Notes due 2017 (collectively, the “Notes”). JCG is making two separate offers to purchase (the “Offers”) on the terms and subject to the conditions described in the offer to purchase dated February 21, 2012 (the “Offer to Purchase”) and the accompanying letter of transmittal (the “Letter of Transmittal”). The Offers are being conducted (i) as an any and all offer (the “Any and All Offer”) for JCG’s 6.119% Notes due 2014 and (ii) as a modified “Dutch Auction” (the “Dutch Auction Offer”) with respect to JCG’s 6.700% Senior Notes due 2017.

JCG is offering to purchase up to $100 million aggregate principal amount of the Notes, as set forth in the table below.

TABLE OF COMPANY NOTES

 
Title of Notes       CUSIP Number       Aggregate

Principal Amount Outstanding

      Early Tender Payment

(1)

      Any and All Total Consideration

(1) (2)

      Minimum Bid Price (1) (2)       Maximum Bid Price (1) (2)
6.119% Notes due 2014 (the “2014 Notes”)       47102XAC9       $ 82,385,000       $ 30.00       $ 1,080.00       N/A       N/A
6.700% Notes due 2017 (the “2017 Notes”) 47102XAF2 $ 368,561,000 $ 30.00 N/A $ 1,060.00 $ 1,090.00
 

(1) Per $1,000 principal amount of Notes tendered for purchase.

(2) Includes the Early Tender Payment.

The tender offer consideration for each $1,000 face amount of Notes tendered and accepted for purchase pursuant to the Any and All Offer will be the applicable tender offer consideration for such series of Notes set forth in the table above in the column Any and All Total Consideration. The tender offer consideration for each $1,000 principal amount of Notes tendered and accepted for purchase in the Dutch Auction Offer (the “Dutch Auction Total Consideration”) will be equal to the sum of: (i) the Minimum Bid Price (as set forth in the table above) and (ii) a Clearing Premium, which Clearing Premium will be determined pursuant to a modified “Dutch Auction” process as described in the Offer to Purchase.

Holders of Notes that are validly tendered on or before the Early Tender Deadline (as defined below), not validly withdrawn on or before the Withdrawal Deadline (as defined below) and accepted for purchase, will receive the Any and All Total Consideration or Dutch Auction Total Consideration, as applicable, which in each case includes the early tender payment for each series of Notes set forth in the table above (the “Early Tender Payment”).

The Dutch Auction Offer is subject to a limit (the “Dutch Auction Cap”) on the aggregate principal amount of Notes to be repurchased by the Company, equal to the lesser of (a) $50.0 million or (b) $100 million minus the aggregate principal amount of Notes accepted for purchase in the Any and All Offer. If a Holder elects to participate, such Holder must specify the minimum Dutch Auction Total Consideration (the “Bid Price”) that they would be willing to receive in exchange for each $1,000 principal amount of Notes tendered in the Dutch Auction Offer. The Bid Price specified by the Holder will include the Early Tender Payment, which Holders will be entitled to receive only for Notes validly tendered on or before the Early Tender Deadline, not validly withdrawn on or before the Withdrawal Deadline and accepted for purchase in the Dutch Auction Offer.

The Offers will expire at 11:59 p.m., New York City time, on March 19, 2012, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”). In order to receive the Early Tender Payment, holders of Notes must tender their Notes on or before 5:00 p.m., New York City time, on March 5, 2012, unless extended by the Company (such date and time, as the same may be extended, the “Early Tender Deadline”). Holders who tender their Notes after the Early Tender Deadline will not receive the Early Tender Payment. Holders who tender their Notes may withdraw such Notes at any time on or before 5:00 p.m., New York City time, on March 5, 2012, unless extended by JCG (such date and time, as the same may be extended, the “Withdrawal Deadline”).

The complete terms and conditions of the Offers are set forth in the Offer to Purchase and the Letter of Transmittal that are being sent to holders of the Notes. Holders are urged to read the Offer to Purchase and the Letter of Transmittal carefully when they become available.

Consummation of the Offers is subject to, and conditioned upon, the satisfaction or, where applicable, waiver of certain conditions set forth in the Offer to Purchase. The Company may amend, extend or terminate the Offers at any time. In addition, the Company reserves the right to increase the Dutch Auction Cap at any time, which could result in purchasing a greater principal amount of Notes in the Offers.

BofA Merrill Lynch is serving as Dealer Manager in connection with the Offers. Global Bondholder Services Corporation is serving as Depositary and Information Agent in connection with the Offers. Persons with questions regarding the Offers should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect). Requests for copies of the Offer to Purchase or the Letter of Transmittal may be directed to Global Bondholder Services Corporation at (866) 488-1500 (toll free) or (212) 430-3774 (collect).

THE OFFERS ARE BEING MADE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL. UNDER NO CIRCUMSTANCES SHALL THIS PRESS RELEASE CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES OR ANY OTHER SECURITIES OF THE COMPANY. THE OFFERS ARE BEING MADE ONLY BY THE OFFER TO PURCHASE DATED FEBRUARY 21, 2012 AND THE RELATED LETTER OF TRANSMITTAL.

THE OFFERS ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION WHERE THE LAWS REQUIRE TENDER OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY THE DEALER MANAGER, OR ONE OR MORE REGISTERED BROKER DEALERS UNDER THE LAWS OF SUCH JURISDICTION.

About Janus Capital Group Inc.

Janus Capital Group Inc. (“JCG”) is a global investment firm offering strategies from three individual investment boutiques: Janus Capital Management LLC (“Janus”), INTECH Investment Management LLC (“INTECH”) and Perkins Investment Management LLC (“Perkins”). Each manager employs a research-intensive approach that is distinct within its respective asset class. This multi-boutique approach enables the firm to provide style-specific expertise across an array of strategies, including growth, value and risk-managed equities, fixed income and alternatives through one common distribution platform.

At the end of December 2011, JCG managed $148.2 billion in assets for shareholders, clients and institutions around the globe. Based in Denver, JCG also has offices in France, London, Milan, Munich, Singapore, Hong Kong, Tokyo and Melbourne.

Certain statements in this press release constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” “forecast” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. These statements are based on the beliefs and assumptions of Company management based on information currently available to management.

Various risks, uncertainties, assumptions and factors that could cause future results to differ materially from those expressed by the forward-looking statements included in this press release include, but are not limited to, risks specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 included under headings such as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other filings and furnishings made by the Company with the SEC from time to time. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. Many of these factors are beyond the control of the Company and its management. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except for the Company’s ongoing obligations to disclose material information under the applicable securities law and stock exchange rules, the Company undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

Janus Capital Group Inc.
Investors: John Groneman, 303-336-7466
Media: Rona Gilbert, 303-336-4566

Source: Janus Capital Group Inc.