Janus Capital Group Inc. Announces the Expiration and Final Results of Tender Offer for Debt Securities

Company Release - 3/20/2012 8:22 AM ET

DENVER--(BUSINESS WIRE)-- Janus Capital Group Inc. (“JCG” or the “Company”) (NYSE: JNS) today announced the expiration and final results of its previously announced tender offers (the “Offers”) to purchase for cash up to $100 million aggregate principal amount of its outstanding 6.119% Senior Notes due 2014 (the “2014 Notes”) and 6.700% Senior Notes due 2017 (the “2017 Notes” and together with the 2014 Notes, the “Notes”) on the terms and subject to the conditions set forth in the offer to purchase dated February 21, 2012 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”). The Offers expired at 11:59 p.m., New York City time, on March 19, 2012 (the “Expiration Date”).

The following table sets forth, for each series of Notes, the aggregate principal amount validly tendered and not validly withdrawn at or before the Expiration Date, the aggregate principal amount that JCG has accepted under the terms of the Offer to Purchase and the applicable total consideration.

Title of
Notes

 

CUSIP
Number

 

Aggregate
Principal Amount
Outstanding

 

Principal
Amount
Tendered

 

Principal
Amount
Accepted

 

Any and All Total
Consideration(1)(2)

 

Dutch Auction Total
Consideration(1)(2)

6.119% Notes due 2014
(the “2014 Notes”)

47102XAC9 $82,385,000 $43,455,000 $43,455,000 $1,080.00 N/A
 

6.700% Notes due 2017
(the “2017 Notes”)

47102XAF2 $368,561,000 $15,899,000 $15,899,000 N/A $1,090.00

_____________
(1) Per $1,000 principal amount of Notes tendered for purchase.
(2) Includes the Early Tender Payment of $30.00 per $1,000 principal amount of Notes tendered for purchase.

As previously announced, the Company accepted for payment all of the $43,014,000 aggregate principal amount of 2014 Notes that had been validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time on March 5, 2012 (the “Early Tender Deadline”) and made payment on such 2014 Notes on March 6, 2012. The Company has also accepted for payment all of the $441,000 aggregate principal amount of 2014 Notes that were not tendered prior to the Early Tender Deadline but were validly tendered and not validly withdrawn prior to the Expiration Date and expects to make payment on such 2014 Notes on March 21, 2012. In addition, the Company has accepted for payment $15,899,000 aggregate principal amount of 2017 Notes that were validly tendered and not validly withdrawn prior to the Expiration Date, of which $245,000 aggregate principal amount of 2017 Notes were tendered after the Early Tender Deadline, and expects to make payment on such 2017 Notes on March 21, 2012. Because the aggregate principal amount of 2017 Notes being accepted for payment is less than the Dutch Auction Cap, the Clearing Premium was $30.00, resulting in a Dutch Auction Total Consideration of $1,090.00 for 2017 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and a Dutch Auction Offer Consideration of $1,060.00 for 2017 Notes validly tendered and not validly withdrawn after the Early Tender Deadline but prior to the Expiration Date (“Dutch Auction Cap,” “Clearing Premium,” “Dutch Auction Total Consideration” and “Dutch Auction Offer Consideration” are each as defined in the Offer to Purchase).

The complete terms and conditions of the Offers are set forth in the Offer to Purchase and Letter of Transmittal.

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 WERE 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 WERE MADE ONLY BY THE OFFER TO PURCHASE DATED FEBRUARY 21, 2012 AND THE RELATED LETTER OF TRANSMITTAL.

THE OFFERS WERE NOT 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 WAS 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. 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, 2011 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
or
Media:
Rona Gilbert, 303-336-4566

Source: Janus Capital Group Inc.