Janus Henderson (JHG) S-4/ARegistration of securities issued in business combination transactions (amended)

The Credit Facility or any other debt arrangements that we may have require us to comply with various covenants. If there were an event of default under any of our debt instruments that was not cured or waived, the holders of the defaulted debt could terminate commitments to lend and cause all amounts outstanding with respect to the debt to be due and payable immediately, which in turn could result in cross defaults under our other debt instruments. Our assets and cash flow may not be sufficient to fully repay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon an event of default.

If, when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, the Credit Facility or such other agreements governing our indebtedness, or if a default otherwise occurs, (i) the lenders under the Credit Facility could elect to terminate their commitments thereunder and cease making further loans and (ii) the lenders under the Credit Facility or holders of our other indebtedness may declare all outstanding borrowings and other amounts, together with accrued interest and other fees, to be immediately due and payable and thereby prevent us from making payments on the New Notes. Any such actions could force us into bankruptcy or liquidation, and we might not be able to repay our obligations under the New Notes in such an event.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the New Notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the New Notes could be voided as a fraudulent transfer or conveyance if (1) we issued the New Notes with the intent of hindering, delaying or defrauding creditors or (2) we received less than reasonably equivalent value or fair consideration in return for issuing the New Notes and, in the case of (2) only, one of the following is also true at the time thereof:

Claims described under subparagraph (1) above are generally described as intentional fraudulent conveyances, while those under subparagraph (2) above are constructive fraudulent conveyances. A court would likely find that we did not receive reasonably equivalent value or fair consideration for the New Notes if we did not substantially benefit directly or indirectly from the issuance of the New Notes. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or now or antecedent debt is secured or satisfied. To the extent that the fraudulent conveyance analysis turns on insolvency, as with a constructive fraudulent conveyance, the insolvency determination is an intensely factual one, which is supposed to be conducted based on current conditions rather than with the benefit of hindsight. Generally an entity would be considered insolvent if, at the time it incurred indebtedness, insolvency was present based on one of three alternative tests described above. For purposes of evaluating solvency under the first of these tests, a court would evaluate whether the sum of an entity’s debts, including contingent liabilities in light of the probabilities of their incurrence, was greater than the fair saleable value of all its assets.

If a court were to find that the issuance of the New Notes was a fraudulent transfer or conveyance, the court could void the payment obligations under the New Notes or subordinate the New Notes to presently existing and future indebtedness of us, or require the holders of the New Notes to repay any amounts received

The Indenture contains only limited restrictive covenants. The Indenture does not limit our or our subsidiaries’ ability to incur additional indebtedness, issue or repurchase securities, pay dividends or engage in transactions with affiliates. We, therefore, may pay dividends and incur additional debt, including secured indebtedness in certain circumstances, or indebtedness by, or other obligations of, our subsidiaries to which the New Notes would be structurally subordinated. Our ability to incur additional indebtedness and use our funds for numerous purposes may limit the funds available to pay our obligations under the New Notes.

JHG is incorporated under the laws of Jersey and a portion of our assets are located outside of the United States. In addition, certain members of our board and our officers reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon JHG or such other persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. laws.

Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against JHG or members of our board of directors or officers who are residents of countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters.

If we experience a change of control repurchase event (as defined in the Indenture) with respect to the New Notes, we will be required to make an offer to repurchase the New Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. See “Description of the New Notes and the Note Guarantee — Offer to Repurchase Upon a Change of Control Repurchase Event.”

Pursuant to the Registration Rights Agreement, the Issuer and JHG agreed that they will, at their expense, for the benefit of the holders of the Outstanding Notes:

Upon the effectiveness of the registration statement of which this prospectus is a part, we will offer the New Notes in exchange for the Outstanding Notes in the Exchange Offer made pursuant to the Registration Rights Agreement. Copies of the Registration Rights Agreement are filed as exhibits to the registration statement of which this prospectus is a part.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of the Outstanding Notes in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

We are offering to exchange up to $400,000,000 aggregate principal amount of our New Notes for a like aggregate principal amount of our Outstanding Notes. The Outstanding Notes must be tendered properly in accordance with the conditions set forth in this prospectus on or prior to the Expiration Date and not withdrawn as permitted below. In exchange for Outstanding Notes properly tendered and accepted, we will issue a like total principal amount of up to $400,000,000 in New Notes.

This prospectus is first being sent on or about            , 2024, to all holders of Outstanding Notes known to us. Our obligation to accept Outstanding Notes for exchange in the Exchange Offer is subject to the conditions described below under the heading “— Conditions to the Exchange Offer.” The Exchange Offer is not conditioned upon holders tendering a minimum principal amount of Outstanding Notes. As of the date of this prospectus, $400,000,000 aggregate principal amount of Outstanding Notes are outstanding.

Outstanding Notes tendered in the Exchange Offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the Outstanding Notes.

The holder of each Outstanding Note accepted for exchange will receive a New Note in the amount equal to the surrendered Outstanding Note. Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the later of the date of issuance and the most recent date to which interest has been paid on the Outstanding Notes. Holders of New Notes will not receive any payment in respect of accrued interest on Outstanding Notes otherwise payable on any interest payment date, the record date for which occurs on or prior to the consummation of the Exchange Offer.

If any tendered Outstanding Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offer or if Outstanding Notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged Outstanding Notes will be returned without expense to the tendering holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, such non-exchanged Outstanding Notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the Exchange Offer).

To participate in the Exchange Offer, you must properly tender your Outstanding Notes to the exchange agent as described below. We will only issue New Notes in exchange for Outstanding Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Outstanding Notes, and you should follow carefully the instructions on how to tender your Outstanding Notes. It is your responsibility to properly tender your Outstanding Notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we nor the exchange agent is required to notify you of any defects in your tender.

If you have any questions or need help in exchanging your Outstanding Notes, please call the exchange agent whose address and phone number are described in this prospectus.

All of the Outstanding Notes were issued in book-entry form, and all of the Outstanding Notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. We have confirmed with DTC that the Outstanding Notes may be tendered using ATOP. The exchange agent will establish an account with DTC for purposes of the Exchange Offer promptly after the commencement of the Exchange Offer, and DTC participants may electronically transmit their acceptance of the Exchange Offer by causing DTC to transfer their Outstanding Notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender Outstanding Notes and that the participant agrees to be bound by the terms of this prospectus.

If you beneficially own Outstanding Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf.

We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered Outstanding Notes. Our determination of these questions as well as our interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. A tender of Outstanding Notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of Outstanding Notes for exchange within such reasonable period of time as we will determine, unless we

If any endorsement, bond power, power of attorney or any other document required by the Exchange Offer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act.

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the Exchange Offer, we believe that a holder of New Notes, other than a broker-dealer, may offer New Notes for resale, resell and otherwise transfer the New Notes without delivering a prospectus to prospective purchasers, if the holder acquired the New Notes in the ordinary course of business, has no intention of engaging in a “distribution” ​(as defined under the Securities Act) of the New Notes and is not an “affiliate” (as defined under the Securities Act) of the Issuer. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on these Exchange Offer as it did in interpretive letters to other parties in similar transactions.

By tendering Outstanding Notes, the holder, other than participating broker-dealers, as defined below, of those Outstanding Notes is deemed to represent to us that, among other things:

If any holder or any such other person is an “affiliate” of the Issuer or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the New Notes, such holder or other person:

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes must represent that the Outstanding Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the New Notes pursuant to the Exchange Offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” ​(as defined under the Securities Act). If a broker-dealer acquired Outstanding Notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of New Notes received in exchange for the Outstanding

In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any Outstanding Notes tendered, and no New Notes will be issued in exchange for any such Outstanding Notes.

If we terminate or suspend the Exchange Offer (i) based on a determination that the Exchange Offer violates applicable law or is prohibited by the SEC or applicable interpretations of the SEC staff or (ii) upon receipt of a written request from any initial purchaser representing that it holds registrable securities that are or were ineligible to be exchanged in the Exchange Offer, the Registration Rights Agreement requires that we, at our own cost, use our commercially reasonable efforts to cause a shelf registration statement covering the resale of the Outstanding Notes to be filed and declared effective by the SEC.

We appointed The Bank of New York Mellon Trust Company, N.A. as exchange agent for the Exchange Offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus to the exchange agent at the address and phone number as follows:

The Registration Rights Agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the New Notes and the conduct of the Exchange Offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of Outstanding Notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the Exchange Offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer.

Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, New Notes issued in the Exchange Offer are to be

We will record the New Notes at the same carrying value as the Outstanding Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon completion of the Exchange Offer.

Holders who desire to tender their Outstanding Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. Neither the exchange agent nor the Issuer is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

Outstanding Notes that are not tendered or are tendered but not accepted will, following the consummation of the Exchange Offer, continue to be subject to the provisions in the Indenture regarding the transfer and exchange of the Outstanding Notes and the existing restrictions on transfer set forth in the legend on the Outstanding Notes and in the offering memorandum relating to the Outstanding Notes. Except in limited circumstances with respect to specific types of holders of Outstanding Notes, we will have no further obligation to provide for the registration under the Securities Act of such Outstanding Notes. In general, Outstanding Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the Outstanding Notes under the Securities Act or under any state securities laws.

Upon completion of the Exchange Offer, holders of Outstanding Notes will not be entitled to any further registration rights under the Registration Rights Agreement, except under limited circumstances. Holders of the New Notes and any Outstanding Notes which remain outstanding after consummation of the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the Indenture.

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the New Notes may be offered for resale, resold or otherwise transferred by holders after the Exchange Offer other than by any holder who is an “affiliate” ​(as defined in Rule 405 under the Securities Act) of the Issuer. Such notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

The New Notes will be issued in fully registered form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New Notes will mature on September 10, 2034.

The New Notes will bear interest at the annual rate of 5.450%. Interest on the New Notes will be payable semi-annually on March 10 and September 10 of each year, commencing March 10, 2025, to holders of record on the immediately preceding February 25 and August 25, respectively. Interest on the New Notes will accrue from the most recent date to which interest has been paid on the Outstanding Notes or, if no interest has been paid, from the date of original issuance of the Outstanding Notes. Interest will be computed on the Notes on the basis of a 360-day year of twelve 30-day months. Each interest period shall end on (but not include) the relevant interest payment date.

Any payment otherwise required to be made in respect of the Notes on a date that is not a business day may be made on the next succeeding business day with the same force and effect as if made on that date. No additional interest will accrue as a result of such a delayed payment. A “business day” is defined as a day other than a Saturday, Sunday or legal holiday or other day on which banking institutions or trust companies in The City of New York, or any other city in which the paying agent is being utilized, are authorized or required by law, regulation or executive order to close.

The New Notes and the Note Guarantee (as defined below) will be unsecured and unsubordinated obligations of the Issuer and the Parent, respectively, and will rank equal in right of payment with all of the Issuer’s and the Parent’s existing and future unsubordinated indebtedness. The New Notes and the Note Guarantee will rank effectively junior to all of the Issuer’s and the Parent’s future secured indebtedness, to the extent of the value of the assets securing such indebtedness. The right of a holder of the New Notes to participate in any distribution of such assets upon a liquidation or reorganization or otherwise would be subject to the prior claims of such secured creditors with respect to such assets. The New Notes and the Note Guarantee will be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Parent’s subsidiaries (other than the Issuer). The Issuer’s and the Parent’s rights, and hence the rights of their respective creditors (including holders of the New Notes), to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary’s creditors (including trade creditors), except to the extent that the Issuer’s or the Parent’s claims as a creditor of such subsidiary may be recognized. The New Notes do not restrict the ability of the Parent’s subsidiaries (including the Issuer) to incur additional indebtedness.

The New Notes will be unconditionally guaranteed on an unsecured and unsubordinated basis by the Parent. See “— Note Guarantee.”

The Parent’s subsidiaries are separate and distinct legal entities. The Parent’s subsidiaries (other than the Issuer) have no obligation to pay any amounts due on the New Notes or to provide the Issuer or the Parent, as applicable, with funds for their respective payment obligations. In addition, any payment of dividends, distributions, loans or advances by the Parent’s subsidiaries to the Parent or the Issuer, as applicable, could be subject to statutory or contractual restrictions. Payments due to the Parent or the Issuer by their respective subsidiaries will also be contingent upon such subsidiaries’ earnings and business considerations.

As of September 30, 2024, the Parent and its subsidiaries had approximately $960.9 million of indebtedness (including accounts payable and accrued liabilities) outstanding, of which $230.4 million consisted of indebtedness (including accounts payable and accrued liabilities) of the Parent’s subsidiaries (other than the Issuer). As of September 30, 2024, the Parent, the Issuer and their respective subsidiaries had no secured indebtedness outstanding.

The Parent’s guarantee will be a continuing guarantee and will inure to the benefit of and be enforceable by the trustee, the holders of the New Notes and their successors, transferees and assigns.

Notwithstanding the preceding paragraph, the Note Guarantee will be automatically and unconditionally released and discharged, and the Parent will be released from all from all obligations under the Indenture in its capacity as guarantor, and no further action of the Issuer, the Parent or the trustee will be required for the release of the Note Guarantee:

The Note Guarantee will not be subject to release or revocation otherwise than as set forth above and as set forth under the caption “— Modification and Waiver.”

If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described under “— Optional Redemption of the Notes,” the Issuer will make an offer to each holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase.

Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer will mail, or deliver to DTC in the case of Notes represented by a Global Note, a notice to each holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered. The notice may, if mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations, or require a repurchase of the Notes, under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date in respect of the Notes, the Issuer will, to the extent lawful:

Holders electing to sell their Notes will be required to surrender their Notes in accordance with the offer, to the paying agent at the address to be specified in the notice, or transfer their Notes to the paying agent by

Notwithstanding the foregoing, a transaction effected to create a holding company for the Parent or the Issuer will not be deemed to involve a Change of Control if (1) pursuant to such transaction the Parent or the Issuer becomes a wholly owned subsidiary of such holding company and (2)(A) the holders of the Voting Stock of such holding company immediately following such transaction are the same as the holders of the Parent’s Voting Stock immediately prior to such transaction or (B) immediately following such transaction no Person (other than the Parent or a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

A default under clause (3) of this paragraph will not constitute an Event of Default with respect to the Notes until the trustee or the holders of at least 30% in aggregate principal amount of the outstanding Notes notify the Issuer and the trustee (as applicable) of the default and, with respect to clause (3), the Issuer does not cure such default within the time specified in clause (3) of this paragraph after receipt of such notice.

If an Event of Default (other than of a type specified in clause (4) above) has occurred and has not been cured within the applicable time period, the trustee by notice to the Issuer or the holders of 30% in aggregate principal amount of the outstanding Notes by notice to the Issuer and the trustee may declare the entire principal amount of the Notes to be immediately due and payable. This is called a declaration of acceleration of maturity. The holders of a majority in aggregate principal amount of the outstanding Notes may rescind any such acceleration with respect to such Notes. In the case of an Event of Default arising under clause (4) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice.

The trustee may withhold notice to the holders of Notes of any Default, except in the payment of principal or interest, if it considers the withholding of notice to be in the best interests of the holders. Additionally, subject to the provisions of the Indenture relating to the duties of the trustee, the trustee is not

Before a holder of Notes is allowed to bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its rights or protect its interests relating to the Notes, the following must occur:

Notwithstanding the above, a holder is entitled at any time to bring a lawsuit for the payment of money due on the Notes on or after the due date for payment.

Holders of a majority in aggregate principal amount of the outstanding Notes may waive any past or existing Defaults or Events of Default other than:

With respect to the Notes, the Issuer will furnish to the trustee, each year, an Officer’s Certificate certifying that, to the signer’s knowledge, the Issuer and the Guarantor are in compliance with the provisions of the Indenture, or specifying an Event of Default.

The terms of the Indenture will generally permit each of the Issuer and the Parent to consolidate or merge with another entity. The Issuer and the Parent will also be permitted to sell all or substantially all of their respective assets to another entity.

Notwithstanding the foregoing, the Issuer may not consolidate or merge with another entity or sell all or substantially all of its assets to another entity unless, among other things, the following conditions are met:

Subject to the Note Guarantee release provisions described under “— Note Guarantee,” if any consolidation or merger or any sale or other disposition of all or substantially all of the Issuer’s assets

Notwithstanding the first paragraph of this subsection, the Parent may not consolidate or merge with another entity or sell all or substantially all of its assets to another entity unless, among other things, the following conditions are met:

Subject to the Note Guarantee release provisions described under “— Note Guarantee,” if any consolidation or merger or any sale or other disposition of all or substantially all of the Parent’s assets occurs in accordance with the Indenture, the successor company (if other than the Parent) will succeed to, and be substituted for the Parent and may exercise every right and power under the Indenture and the Notes with the same effect as if such successor company had been named in the Parent’s place in the Indenture, and the Parent will be released from all its obligations and covenants under the Indenture and the Notes.

Subject to certain exceptions, the Indenture and the Notes may be amended, supplemented or otherwise modified with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). Without the specific approval of each holder of the Notes then outstanding, the Issuer may not:

The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment of the Indenture or the Notes. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under the Indenture by any holder of Notes given in connection with a tender of such holder’s Notes will not be rendered invalid by such tender.

Notes will not be considered outstanding, and therefore will not be eligible to vote, if the Issuer has deposited or set aside in trust money for their payment in full or their redemption. Notes will also not be eligible to vote if each of the Issuer and the Guarantor can legally release itself from all payment and other obligations with respect to the Notes, as described below under “— Defeasance — Full Defeasance.”

The Issuer will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Notes that are entitled to vote or take other action under the Indenture.

In the event of covenant defeasance, holders would lose the protection of some of the covenants in the Indenture, but would gain the protection of having money and U.S. Government Obligations set aside in trust to repay the Notes.

If the Issuer were to accomplish covenant defeasance, holders of the Notes could still look to the Issuer or the Guarantor for repayment of the Notes if there were a shortfall in the trust deposit or the trustee were prevented from making payment. If an Event of Default that occurred after the Issuer accomplished covenant defeasance (such as its bankruptcy) and the Notes became immediately due and payable, there might be a shortfall in its trust deposit. Depending on the event causing the Default, holders might not be able to obtain payment of the shortfall.

If the Issuer were to accomplish full defeasance, you would have to rely solely on the funds or notes or bonds that the Issuer deposits in trust for repayment of the Notes. Holders could not look to the Issuer or the Guarantor for repayment in the event of any shortfall in the Issuer’s trust deposit.

Subject to the provisions of the Indenture, in order to accomplish full defeasance with respect to the Notes:

The Bank of New York Mellon Trust Company, N.A. is the trustee under the Indenture. The Issuer or the Parent may maintain deposit accounts and conduct banking and other financing transactions with the trustee in the normal course of business.

The Indenture provides that, except during the continuance of an Event of Default, the trustee will perform only such duties as are set forth specifically in such Indenture. During the existence of an Event of Default, the trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of care that a prudent Person would use in conducting its own affairs. The permissive rights of the trustee to take or refrain from taking any action enumerated in the Indenture will not be construed as an obligation or duty.

The Indenture imposes certain limitations on the rights of the trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with the Issuer and its Affiliates and Subsidiaries.

The Indenture sets out the terms under which the trustee may retire or be removed, and replaced. Such terms include, among others, (1) that the trustee may be removed at any time by the holders of a majority in principal amount of the then outstanding Notes, or may resign at any time by giving written notice to the

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee are payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the trustee are required to treat the persons in whose names the Notes, including the Global Notes, are registered as the owners of such Notes for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the trustee or any agent of the Issuer or the trustee has or will have any responsibility or liability for:

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

The Exchange Offer is not being made to, nor will we accept surrenders of Outstanding Notes for exchange from, holders of Outstanding Notes in any jurisdiction in which the Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

The distribution of this prospectus and the offer and sale of the New Notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the New Notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the New Notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the New Notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

All broker-dealers receiving New Notes in the Exchange Offer are subject to a prospectus delivery requirement with respect to resales of the New Notes. Each broker-dealer receiving New Notes for its own account in the Exchange Offer must represent that the Outstanding Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the New Notes pursuant to the Exchange Offer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that, for a period ending upon the earlier of (i) 180 days after the date of this prospectus or (ii) the date broker-dealers are no longer required to deliver a prospectus in connection with resales, subject to extension under limited circumstances, we will use all commercially reasonable efforts to keep the registration statement relating to the Exchange Offer effective and make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of New Notes received in an exchange such as the exchanges pursuant to the Exchange Offer, if the Outstanding Notes for which the New Notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities.

We will not receive any proceeds from any sale of the New Notes by broker-dealers. Broker-dealers acquiring New Notes for their own accounts may sell the New Notes in one or more transactions in the over-the-counter market, in negotiated transactions, through writing options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of such New Notes.

Any broker-dealer that held Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, that received New Notes in the Exchange Offer, and that participates in a distribution of New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes. Any profit on these resales of New Notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting

“In so far as the Companies Law allows, every present and former director, alternate director, secretary or other officer of the Company shall be indemnified out of the assets of the Company against any costs, charges, losses, damages and liabilities incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation thereto, including (without prejudice to the generality of the foregoing) any liability incurred in defending any proceedings (whether civil or criminal) which relates to anything done or omitted or alleged to have been done or omitted by him in any such capacity, and in which judgement is given in his favour or in which he is acquitted or in connection with any application under the Law in which relief is granted to him by any court of competent jurisdiction.”

Janus Henderson US (Holdings) Inc.’s amended and restated certificate of incorporation provides that Janus Henderson US (Holdings) Inc. will indemnify its directors for monetary damages to Janus Henderson US (Holdings) Inc. and its stockholders for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.