JNS » Topics » Item 8.01 Other Events.

This excerpt taken from the JNS 8-K filed Aug 12, 2009.

Item 8.01               Other Events.

 

On August 12, 2009, Janus Capital Group Inc. (“JCG”) issued a press release announcing the expiration of its previously announced tender offer (the “Tender Offer”) for up to $437 million aggregate principal amount of its outstanding 5.875% Senior Notes due 2011, 6.250% Senior Notes due 2012, and 6.700% Senior Notes due 2017, as specified in the offer to purchase dated July 14, 2009 and amended by the press release issued by JCG on July 28, 2009. JCG also announced today that it is increasing the maximum aggregate principal amount of Notes that it will accept for purchase pursuant to the Tender Offer to $444 million. In connection with the increase in the maximum aggregate principal amount of Notes that JCG will accept pursuant to the Tender Offer, JCG also waived the maximum tender condition with respect to the 6.700% Senior Notes due 2017.  The Tender Offer expired at 12:00 midnight, New York City time, on August 11, 2009.  A copy of that press release is being furnished as Exhibit 99.1 to this Current Report, and is incorporated by reference herein.

 

This excerpt taken from the JNS 8-K filed Jul 23, 2009.

Item 8.01.  Other Events.

 

On July 21, 2009, the Company completed its previously announced public offering of 20,909,090 shares of Common Stock, which includes 2,727,271 shares sold pursuant to the exercise of the underwriters’ over-allotment option (the “Common Stock Offering”).  The public offering price of the shares of Common Stock was $11.00 per share.

 

The Company intends to use the net proceeds from the Notes Offering, together with net proceeds from the concurrent Common Stock Offering, to repurchase up to $400.0 million aggregate principal amount of the Company’s outstanding 5.875% Notes due 2011, its outstanding 6.250% Notes due 2012 and its outstanding 6.700% Notes due 2017 (collectively, the “Tender Notes”) in a tender offer. Any remaining net proceeds from the Notes Offering and the Common Stock Offering are expected to be used for general

 

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corporate purposes, including the repayment or repurchase of any of the Tender Notes that remain outstanding.

 

On July 23, 2009, the Company issued a press release announcing the closing of the Notes Offering and the Common Stock Offering.  A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated in this item 8.01 by reference as if fully set forth herein.

 

This excerpt taken from the JNS 8-K filed Jul 17, 2009.

Item 8.01.  Other Events.

 

On July 16, 2009, the Company issued a press release announcing the pricing of the Notes Offering and the Common Stock Offering. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated in this item 8.01 by reference as if fully set forth herein.

 

This excerpt taken from the JNS 8-K filed Jul 14, 2009.

Item 8.01    Other Events

Proposed Common Stock and Convertible Senior Notes Offerings, and Cash Tender Offer for Certain Outstanding Senior Notes

On July 14, 2009, JCG issued press releases announcing its intent to raise capital through common stock and convertible senior notes offerings, and commence a cash tender offer for certain outstanding senior notes. Copies of the press releases announcing the capital raise and cash tender offer are hereby incorporated by reference and attached hereto as Exhibits 99.3 and Exhibit 99.4, respectively.


Updated Financial Information as of and for the Years Ended December 31, 2008, 2007 and 2006

JCG updated certain items in its Annual Report on Form 10-K for the year ended December 31, 2008 ("2008 10-K") to reflect the retrospective application of Statement of Financial Accounting Standards No. 160 "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160") and the amended provisions of Emerging Issues Task Force Topic D-98 "Classification and Measurement of Redeemable Securities" ("EITF D-98"). JCG adopted SFAS 160 and EITF D-98 effective January 1, 2009, which are required to be retrospectively applied upon adoption.

The 2008 10-K has been updated because it will be incorporated by reference in filings with the Securities and Exchange Commission in connection with the common stock and convertible senior notes offerings announced July 14, 2009. The revised Selected Financial Data, Management's Discussion and Analysis of Financial Condition, Results of Operations, and Financial Statements and Supplementary Data as of and for the years ended December 31, 2008, 2007 and 2006 are hereby incorporated by reference to this Current Report and attached hereto as Exhibit 99.5. No items other than those identified above are being updated by this filing and no information subsequent to the filing of JCG's 2008 10-K on February 26, 2009, has been updated other than the retrospective application of SFAS 160 and EITF D-98.

This Current Report on Form 8-K should be read in conjunction with JCG's 2008 10-K, Quarterly Report on Form 10-Q for the period ended March 31, 2009, and other Current Reports filed subsequent to the filing of the 2008 10-K.

Summary Financial Results for the Second Quarter 2009

JCG is filing selected portions of the press release announcing its financial results for the second quarter 2009. A copy of the selected portions of the press release is hereby incorporated by reference to this Current Report and attached hereto as Exhibit 99.6.

This excerpt taken from the JNS 8-K filed Jul 24, 2008.

Item 8.01               Other Events.

 

On July 22, 2008, the Board of Directors authorized the expenditure of up to $500 million to repurchase shares of the Company’s common stock on the open market and through block sales and private transactions.  This new stock repurchase program will take effect when the current $500 million program is completed.  The new stock repurchase program has no deadline for completing any repurchases.

 

This excerpt taken from the JNS 8-K filed Apr 9, 2008.

Item 8.01               Other Events

 

On April 9, 2008, Janus Capital Group Inc. sold the digital print operations of its subsidiary, Capital Group Partners, Inc. (doing business as Rapid Solutions Group), to Bowne & Co., Inc.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Janus Capital Group Inc.

 

 

 

Date: April 9, 2008

By:

    /s/ Gregory A. Frost

 

 

 Executive Vice President and
Chief Financial Officer

 

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This excerpt taken from the JNS 8-K filed Jul 26, 2007.
                                 Other Events.

 

On July 24, 2007, the Board authorized the expenditure of up to $500 million to repurchase shares of the Company’s common stock on the open market and through block sales and private transactions.  This new stock repurchase program will take effect when the current $500 million program is completed.  The new stock repurchase program has no deadline for completing any repurchases.  

 



 

This excerpt taken from the JNS 8-K filed Jan 25, 2007.

Item 8.01               Other Events.

 

On January 23, 2007, the Board authorized the expenditure of up to $500 million to repurchase shares of the Company’s common stock on the open market and through block sales and private transactions.  This new stock repurchase program will take effect when the current $500 million program is completed.  The new stock repurchase program has no deadline for completing any repurchases.

 

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