Jupiter Borrower Inc., an affiliate of Trian Fund Management, announced it has commenced a cash offer to purchase all outstanding 5.450% senior notes due 2034 issued by Janus Henderson US (Holdings) Inc., a subsidiary of Janus Henderson Group (NYSE: JHG).

The offer targets $400 million in aggregate principal amount of notes at a purchase price of $1,010 per $1,000 principal amount, representing 101% of face value, plus accrued interest. The move is connected to Trian's proposed acquisition of Janus Henderson alongside General Catalyst Group Management.

Under the bond indenture terms, the acquisition would constitute a "Change of Control" and trigger a Below Investment Grade Rating Event, creating a Change of Control Repurchase Event that requires the issuer to offer note repurchase at 101% of principal.

The offer expires at 5:00 p.m. Eastern Time on July 1, 2026, with payment expected around July 7, 2026. Notes must be validly tendered by the expiration time to receive payment. There is no cap or proration applicable to the offer.

Consummation depends on the occurrence of the Change of Control Repurchase Event and satisfaction of certain conditions outlined in the offer documents. If the acquisition fails to close or does not trigger the rating event, the offer will terminate without any notes being purchased.

All notes are held in book-entry form through The Depository Trust Company. Holders must tender through DTC's Automated Tender Offer Program following procedures in the offer documents.

D.F. King & Co. serves as tender and information agent for the transaction. The companies make no recommendation regarding whether holders should participate in the offer.