|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
|
JANUS HENDERSON GROUP PLC (Name of Issuer) |
Ordinary Shares, $1.50 per share par value (Title of Class of Securities) |
G4474Y214 (CUSIP Number) |
Brian L. Schorr, Esq. 280 Park Avenue, 41st Floor, New York, NY, 10017 (212) 451-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/21/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | G4474Y214 |
| 1 |
Name of reporting person
Nelson Peltz |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
31,867,800.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
31,867,800.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
31,867,800.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
20.6 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. | G4474Y214 |
| 1 |
Name of reporting person
Peter W. May |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
31,867,800.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
31,867,800.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
31,867,800.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
20.6 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. | G4474Y214 |
| 1 |
Name of reporting person
TRIAN FUND MANAGEMENT, L.P. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
31,867,800.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
31,867,800.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
31,867,800.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
20.6 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | G4474Y214 |
| 1 |
Name of reporting person
Trian Fund Management GP, LLC |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
31,867,800.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
31,867,800.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
31,867,800.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
20.6 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | G4474Y214 |
| 1 |
Name of reporting person
Trian Partners AM Holdco II, Ltd. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
31,867,800.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
31,867,800.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
31,867,800.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
20.6 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Ordinary Shares, $1.50 per share par value |
| (b) |
Name of Issuer:
JANUS HENDERSON GROUP PLC |
| (c) |
Address of Issuer's Principal Executive Offices:
201 Bishopsgate, London,
UNITED KINGDOM
, EC2M 3AE. |
| Item 1 Comment: This Amendment No. 15 ("Amendment No. 15") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 2, 2020 as amended by Amendment No. 1, filed on May 12, 2021, as amended by Amendment No. 2 filed on May 19, 2021, as amended by Amendment No. 3 filed on July 19, 2021, as amended by Amendment No. 4 filed on October 4, 2021, as amended by Amendment No. 5 filed on November 16, 2021, as amended by Amendment No. 6 filed on December 13, 2021, as amended by Amendment No. 7 filed on January 6, 2022, as amended by Amendment No. 8 filed on February 1, 2022, as amended by Amendment No. 9 filed on March 9, 2022, as amended by Amendment No. 10 filed on March 31, 2022, as amended by Amendment No. 11 filed on November 15, 2022, as amended by Amendment No. 12 filed on June 2, 2023, as amended by Amendment No. 13 filed on May 2, 2025, and as amended by Amendment No. 14 filed on October 27, 2025 (as amended, the "Schedule 13D"), relating to the Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is 201 Bishopsgate, London, EC2M 3AE United Kingdom. Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 below. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information to the end therof:
Agreement and Plan of Merger
On December 21, 2025, the Issuer, Jupiter Company Limited, a company incorporated in Jersey and an affiliate of the Reporting Persons ("Parent"), and Jupiter Merger Sub Limited, a company incorporated in Jersey and an affiliate of the Reporting Persons ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of the Issuer by Parent.
The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time ("Effective Time"), Merger Sub will merge with and into the Issuer (the "Merger") in accordance with the Companies (Jersey) Law 1991 (the "Companies Law"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, each Ordinary Share issued and outstanding immediately prior to the Effective Time (except for shares held by Parent and as otherwise provided in the Merger Agreement) will be converted into the right to receive $49.00 per Ordinary Share in cash, without interest (the "Merger Consideration").
Each (i) outstanding restricted stock unit (each, an "Issuer RSU Award") that is (A) vested in accordance with its terms as of the Effective Time, (B) a matching award granted in connection with purchases made under the Issuer's employee stock purchase plan, whether vested or unvested or (C) held by a non-employee director of the Issuer's Board of Directors (the "Board"), whether vested or unvested (each, a "Vested Issuer RSU Award"), and (ii) outstanding performance restricted stock unit (each, an "Issuer PSU Award") where the performance period has been completed as of the Effective Time (each, a "Vested Issuer PSU Award"), will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (a) (I) the Merger Consideration, multiplied by (II) the number of Shares subject to such Vested Issuer RSU Award or Vested Issuer PSU Award immediately prior to the Effective Time (in the case of Vested Issuer PSU Awards, with any applicable performance goals deemed satisfied based on actual performance), plus (b) the amount of any accrued but unpaid dividend equivalent rights.
Each outstanding Issuer RSU Award that is not a Vested Issuer RSU Award (each, an "Unvested Issuer RSU Award") will generally be converted into the contingent right to receive a cash award of equivalent value equal to (i) (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Unvested Issuer RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Each Replacement RSU Award will earn interest at the prevailing money market rate of a specified Issuer money market fund, or the holder may elect to notionally invest 50% or 100% of the cash in an underlying mutual fund or funds from an approved list, and otherwise will have the same terms and conditions (including with respect to vesting and payment timing) as applied to the Unvested Issuer RSU Award for which it was exchanged.
Each outstanding Issuer PSU Award that is not a Vested Issuer PSU Award (each, an "Unvested Issuer PSU Award") will generally be converted into the contingent right to receive a cash award of equivalent value equal to (i) (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Unvested Issuer PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Each Replacement PSU Award will earn interest at the prevailing money market rate of a specified Issuer money market fund, or the holder may elect to notionally invest 50% or 100% of the cash in an underlying mutual fund or funds from an approved list, and otherwise will have the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based vesting conditions) as applied to the Unvested Issuer PSU Award for which it was exchanged..
The parties' obligation to consummate the Merger is subject to the satisfaction or waiver of conditions set forth in the Merger Agreement, including: (i) the Issuer having obtained the Required Company Vote (as defined in the Merger Agreement) in connection with the approval of the Merger and the other transactions contemplated by the Merger Agreement by the stockholders of the Issuer, (ii) the absence of any law or governmental order prohibiting the Merger, (iii) the expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the (A) date as set out in Article 127FJ(3)(a) of the Companies Law having passed and (B) each applicable date as set out in Article 127FJ(3)(c) of the Companies Law having passed in respect of the Issuer's and Merger Sub's notification and publication obligations described in Section 7.13(a) of the Merger Agreement, (v) obtaining certain regulatory approvals, (vi) no material adverse effect on the Issuer having occurred since the signing of the Merger Agreement, (vii) the accuracy of the Issuer's representations and warranties contained in the Merger Agreement subject to the standards set forth in the Merger Agreement, (viii) the Issuer's performance of its covenants and agreements under the Merger Agreement in all material respects prior to the closing of the transactions contemplated under the Merger Agreement and (ix) the receipt of consent of advisory clients and funds representing Closing Revenue Run-Rate (as defined in the Merger Agreement) of at least 80% of Base Date Revenue Run-Rate (as defined in the Merger Agreement).
The Issuer has made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of the Issuer's business between the date of the signing of the Merger Agreement and the closing of the transactions contemplated under the Merger Agreement. The representations and warranties made by the Issuer are qualified by disclosures made in its disclosure schedules and SEC filings.
The Merger Agreement also contains covenants by the Issuer not to participate in any discussions or negotiations with any person making any proposal for an alternative transaction, and requiring the Board to recommend to its stockholders that they approve the transactions contemplated by the Merger Agreement, in each case subject to certain exceptions. The Board may change its recommendation in certain circumstances specified in the Merger Agreement in response to an unsolicited proposal for an alternative transaction or following an intervening event.
The Merger Agreement contains certain termination rights for the Issuer and Parent, including the right of the Issuer to terminate the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement), subject to specified limitations. In addition to the foregoing termination rights, and subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by June 22, 2026, subject to certain extensions set forth in the Merger Agreement (the "Termination Date").
The Merger Agreement also provides that the Issuer will be required to pay Parent a termination fee equal to $297,130,000 in the event that (i) Parent terminates the Merger Agreement due to (a) the Board changing its recommendation with respect to the Merger or the Board approving or recommending a Company Acquisition Proposal (as defined in the Merger Agreement), (b) the Issuer's failure to call or hold the Company Stockholders Meeting (as defined in the Merger Agreement) or (c) the Issuer's intentional breach of its obligations with respect to alternative transactions, (ii) the Issuer or Parent terminates the Merger Agreement due to (a) the Issuer's failure to obtain stockholder approval of the Merger or (b) the Merger not having been consummated by the Termination Date when the stockholder approval has not been obtained and at or prior to the Company Stockholders Meeting (as defined in the Merger Agreement) a bona fide written Company Acquisition Proposal (as defined in the Merger Agreement) has been publicly announced and not withdrawn prior to the Company Stockholders Meeting and within twelve (12) months following the termination of the Merger Agreement, the Issuer enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal, or (iii) the Issuer terminates the Merger Agreement in order to enter into an alternative transaction that constitutes a Superior Proposal. In addition, if the Merger Agreement is terminated due to a failure of the Issuer's stockholders to approve the Merger at the stockholder's meeting, the Issuer is required to reimburse Parent for expenses incurred by or on Parent's behalf, up to an amount not to exceed $111,420,000. In the event this expense reimbursement is paid or has become payable, any subsequent termination fee payable by the Issuer would be reduced to $222,850,000.
Pursuant to the Merger Agreement, (i) if the Issuer terminates due to an uncured breach of any representation, warranty, covenant or agreement of Parent or Merger Sub that causes a failure of the corresponding condition to the Issuer's obligations to close or (ii) if the mutual conditions to closing and the conditions to Parent and Merger Sub's obligations to effect the closing have been satisfied and Parent fails to consummate the Merger when required after irrevocable confirmation that the Issuer is ready, willing and able to consummate the Closing, Parent will be required to pay to the Issuer a termination fee equal to $222,850,000 (the "Parent Termination Fee").
If the Merger is consummated, the Issuer's Ordinary Shares will be delisted from the New York Stock Exchange as soon as reasonably practicable after the Effective Time and then will be deregistered pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such delisting.
Funds and investment vehicles that are part of an investor group led by the Reporting Persons and General Catalyst Group Management, LLC have provided the Issuer with limited guarantees that, collectively, guarantee the payment of the Parent Termination Fee and certain other monetary obligations that may be owed by Parent pursuant to the Merger Agreement.
Under the Merger Agreement, each of the Issuer and Parent has also agreed to use reasonable best efforts to consummate the Merger, including using best efforts to obtain all required regulatory approvals, subject to certain limitations as described in the Merger Agreement.
Subject to the terms of the Merger Agreement, Parent is required under the Merger Agreement to take, and to cause each of its subsidiaries to take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Merger Consideration and any fees and expenses and other amounts payable by Parent, Merger Sub or Parent's other affiliates at closing and for any repayment or refinancing of outstanding indebtedness of the Issuer and/or its subsidiaries contemplated by or required by the Merger Agreement or the debt financing commitment letter on or prior to the date on which the Merger is required to be consummated pursuant to the terms of the Merger Agreement. The transaction will be financed through a combination of cash provided by an investor group led by the Reporting Persons and General Catalyst Group Management, LLC as well as preferred equity financing that has been committed by Massachusetts Mutual Life Insurance Company ("MassMutual") and debt financing that has been committed by JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Jefferies Finance LLC and MUFG Bank, Ltd., in each case subject to the conditions set forth in their respective commitment letters. Trian Partners AM Holdco II, Ltd. ("Trian AM Holdco") will roll-over a portion of its existing stake in the Issuer in the Merger, pursuant to the Voting Agreement (as defined below) described below. The transaction is not subject to a financing condition.
Voting and Rollover Agreement
Concurrently with and as a material inducement to the Issuer's willingness to execute the Merger Agreement, one of the Reporting Persons, Trian AM Holdco, who directly holds all of the Ordinary Shares beneficially owned by the Reporting Persons, entered into a voting and rollover agreement with the Issuer (the "Voting Agreement"), pursuant to which such Reporting Person has, subject to certain limitations, committed to vote its Ordinary Shares in favor of, and take certain other actions in furtherance of, the transactions contemplated by the Merger Agreement, including the Merger, and directly or indirectly contribute a portion of its Ordinary Shares to Parent prior to the Merger. Such Reporting Person's voting obligations are subject to certain exceptions, including a change in recommendation by the Board in accordance with the terms of the Merger Agreement. Subject to the terms therein, the Voting Agreement will terminate upon the earliest to occur of (i) the mutual written agreement of the parties to the Voting Agreement, (ii) the Effective Time or (iii) the termination of the Merger Agreement in accordance with its terms.
Equity Commitment Letter
Concurrently with the execution of the Merger Agreement, Parent delivered an equity commitment letter between Parent and the equity investors party thereto, including, but not limited to, affiliates of certain of the Reporting Persons, (collectively, the "Equity Investors"), pursuant to which the Equity Investors have committed, subject to the terms and conditions contained therein, to invest in Parent, directly or indirectly, the amount set forth therein (the "Equity Commitment Letter"). The Issuer is an express third-party beneficiary of the Equity Commitment Letter and is entitled to specifically enforce the obligations of the Equity Investors, on the terms and subject to the conditions set forth therein.
The information disclosed in this Item 4 does not purport to be a complete statement of the respective parties' rights and obligations under each of the Merger Agreement, the Voting Agreement and the Equity Commitment Letter, as applicable, and is qualified in its entirety by reference to the Merger Agreement, the Voting Agreement and the Equity Commitment Letter, copies of which are attached as Exhibits 9, 10 and 11 respectively, and which are incorporated herein by reference in their entirety. These agreements contain representations, warranties and covenants that the respective parties made to each other as of the date of each agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. Each agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about the Issuer, Parent or any other party to these agreements or any related agreement. Investors and security holders are not third-party beneficiaries under any of the Merger Agreement, the Voting Agreement or the Equity Commitment Letter, and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to any such agreements. Moreover, information concerning the subject matter of the representations and warranties may change after the date of any of the Merger Agreement, the Voting Agreement or the Equity Commitment Letter, which subsequent information may or may not be fully reflected in the Issuer's or Parent's public disclosures. None of the Merger Agreement, the Voting Agreement or the Equity Commitment Letter should be read alone or should instead be read in conjunction with the other information regarding the parties to such agreements, including but not limited to, the Issuer and Parent, and the transactions contemplated by such agreements that will be contained in or attached as an annex to the proxy statement that the Issuer will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Issuer or affiliates of Parent will make with the SEC, including a Schedule 13E-3. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a) Item 5(a) is hereby amended and restated in its entirety as follows:
The responses of the Reporting Persons to rows (11) through (13) of the cover pages of this Schedule 13D (including, but not limited to, footnotes to such information) are incorporated herein by reference. As of 4:00 pm, New York City time, on December 22, 2025, the Reporting Persons beneficially owned 31,867,800 Ordinary Shares, representing approximately 20.6% of the Issuer's outstanding Ordinary Shares (calculated based on a total of 154,476,408 Ordinary Shares outstanding as of October 28, 2025, as reported by the Issuer in the Q3 Form 10-Q). |
| (b) | (b) Item 5(b) is hereby amended and restated in its entirety as follows:
The responses of the Reporting Persons to rows (7) through (10) of the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. Trian AM Holdco beneficially and directly owns and has sole voting power and sole dispositive power with regard to 31,867,800 Ordinary Shares, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Ordinary Shares.
Each of Trian Fund Management, L.P. ("Trian Management"), Trian Fund Management GP, LLC ("Trian Management GP"), Nelson Peltz and Peter W. May, by virtue of their relationships with Trian AM Holdco (as discussed in Item 2 above), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Ordinary Shares that Trian AM Holdco directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz and Peter W. May disclaim beneficial ownership of such Ordinary Shares for all other purposes.
Each of the Reporting Persons and MassMutual may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. MassMutual is filing a separate Schedule 13D filing to report the Ordinary Shares that it may be deemed to beneficially own. The Reporting Persons expressly disclaim any beneficial ownership of Ordinary Shares held directly by MassMutual and such shares are not the subject of this Schedule 13D. |
| (c) | (c) Item 5(c) is hereby amended and supplemented by adding the following at the end thereof:
Except as set forth in Items 3, 4 and 6, which information is incorporated herein by reference, there have been no new transactions by the Reporting Persons during the sixty days preceding the filing of this Amendment No. 15. |
| (d) | (d) Item 5(d) is hereby amended and restated in its entirety as follows:
Not applicable. |
| (e) | (e) Item 5(e) is hereby amended and restated in its entirety as follows:
Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 9 - Agreement and Plan of Merger, dated as of December 21, 2025, by and among Janus Henderson Group plc, Jupiter Company Limited and Jupiter Merger Sub Limited (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on December 22, 2025).
Exhibit 10 - Voting and Rollover Agreement, dated as of December 21, 2025, by and among Janus Henderson Group plc and the Stockholders party thereto (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on December 22, 2025).
Exhibit 11 - Equity Commitment Letter, dated as of December 21, 2025, from Jupiter Core Holdings, L.P., Jupiter AM Investors, L.P., Trian Partners AM Fun, L.P. and Trian Partners AM Parallel Fund, L.P. (certain information in this Exhibit has been redacted and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to such omitted information). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Nelson Peltz |
| Signature: | /s/ Nelson Peltz | |
| Name/Title: | Nelson Peltz | |
| Date: | 12/22/2025 |
Peter W. May |
| Signature: | /s/ Peter W. May | |
| Name/Title: | Peter W. May | |
| Date: | 12/22/2025 |
TRIAN FUND MANAGEMENT, L.P. |
| Signature: | /s/ Peter W. May | |
| Name/Title: | Member of the General Partner of the Reporting Person | |
| Date: | 12/22/2025 |
Trian Fund Management GP, LLC |
| Signature: | /s/ Peter W. May | |
| Name/Title: | Member | |
| Date: | 12/22/2025 |
Trian Partners AM Holdco II, Ltd. |
| Signature: | /s/ Peter W. May | |
| Name/Title: | Member | |
| Date: | 12/22/2025 |
Exhibit 11
EXECUTION VERSION
December 21, 2025
Jupiter Company Limited
c/o Trian Fund Management, L.P.
280 Park Avenue
41st Floor
New York, NY 10017
| Re: | Equity Financing Commitment |
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Jupiter Company Limited, a private limited company organized under the laws of Jersey (“Parent”), Jupiter Merger Sub Limited, a private limited company organized under the laws of Jersey (“Merger Sub” and, together with Parent, the “Parent Entities”), and Janus Henderson Group plc, a public limited company organized under the laws of Jersey (the “Company”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, among other things, Parent will acquire the Company by causing the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”) or, following a Switch, via a Scheme of Arrangement. Reference is also made to the other Equity Commitment Letters of even date herewith delivered to Parent by the GC Investor and the QIA Investor (collectively, the “Other Equity Commitment Letters,” and together with this letter agreement, the “Equity Commitment Letters”), and the Limited Guarantees of even date herewith delivered to the Company by the GC Investor and the QIA Investor (collectively, the “Other Guarantees,” and together with the Guarantee (as defined below), the “Guarantees”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.
Each Person listed on Schedule A hereto is referred to herein as an “Equity Investor” and, such Persons collectively, the “Equity Investors,” and each of the “Equity Investors” under the Other Equity Commitment Letters are referred to herein as an “Other Equity Investor” and collectively as the “Other Equity Investors”. This letter agreement is being delivered by the Equity Investors to Parent in connection with the execution and delivery of the Merger Agreement.
1. Commitment. Subject to the conditions set forth herein, each Equity Investor hereby irrevocably agrees to purchase immediately prior to the Closing, directly or indirectly, equity interests of Parent (collectively, the “Subject Equity Securities”) for an aggregate purchase price, in the form of cash in immediately available U.S. funds to Parent, in an amount equal to such Equity Investor’s pro rata share, as set forth opposite such Equity Investor’s name on Schedule A hereto (such proportion for such Equity Investor, as may be adjusted pursuant to the terms hereof, being its “Pro Rata Share”), of $466,600,000, as may be adjusted in accordance with this letter agreement (the “Equity Financing Commitment”), such that the aggregate purchase price for all such equity interests purchased by all such Equity Investors shall equal the Equity Financing Commitment. The Equity Financing Commitment shall be used by the Parent Entities solely for the purpose of funding at the Closing, along with the other proceeds of the Financing (when funded), the Financing Amounts pursuant to and in accordance with the terms and conditions of the Merger Agreement, and not for any other purpose; provided, that each Equity Investor (together with its permitted assigns, as applicable) shall not under any circumstances be obligated under this letter agreement to fund an amount in excess of its Pro Rata Share of the Equity Financing Commitment. The Equity Investors’ obligations to fund their Pro Rata Shares of the Equity Financing Commitment are several and not joint or joint and several such that each Equity Investor (together with its permitted assigns, as
applicable) is only obligated to fund its Pro Rata Share of the Equity Financing Commitment, subject to the terms and conditions herein. The obligation of each Equity Investor (together with its permitted assigns, as applicable) to fund its Pro Rata Share of the Equity Financing Commitment is subject solely to (a) the satisfaction or waiver of the conditions precedent to the Parent Entities’ obligations to effect the Closing set forth in Sections 8.1 and 8.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being able to be satisfied (or waived)); (b) the prior or substantially concurrent (i) consummation of the Exchange (as defined in the Voting and Rollover Agreement), and (ii) funding of the proceeds of the Equity Financing Commitments (as defined in each Other Equity Commitment Letter) under the Other Equity Commitment Letters, the Preferred Equity Financing pursuant to the Preferred Equity Commitment Letter and the Debt Financing pursuant to the Debt Commitment Letter (or any Alternative Financing), or such other Equity Financing Commitments, Preferred Equity Financing or Debt Financing (or any Alternative Financing) will be funded and the Exchange will be consummated if the other Financing (or any Alternative Financing) is funded and, in the case of the other Financing (or any Alternative Financing), if the Exchange and contributions contemplated by Section 6.1, Section 6.2 and Section 6.3 of the Voting and Rollover Agreement are consummated; and (c) the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the Merger Agreement.
2. Adjustment to Equity Financing Commitment. The amount to be funded under this letter agreement may be reduced dollar for dollar (any such reduction to be allocated between the Equity Investors on a pro rata basis) solely to the extent that the Parent Entities do not require the full amount of the Equity Financing Commitment in connection with the payment of the Financing Amounts. It is understood and agreed that any reduction pursuant to this paragraph shall only occur to the extent that, after giving effect to any such reduction, the Parent Entities fully and timely consummate the transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, payment of the Financing Amounts in full at the Closing) (the “Transactions”) in accordance with the terms of the Merger Agreement. The aggregate amount to be funded under this letter agreement and the Other Equity Commitment Letters may also be reduced dollar for dollar (and such reduction to be allocated among the Equity Financing Commitment and the other equity financing commitments under the Other Equity Commitment Letters on a pro rata basis) by an amount equal to the Merger Consideration that would have been payable in respect of the shares of Company Common Stock in excess of the Rollover Minimum (as defined in the Voting and Rollover Agreement) that are owned by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time (after giving effect to the transactions contemplated by Section 6.1, Section 6.2 and Section 6.3 of the Voting and Rollover Agreement) and for which the Equity Investors agree irrevocably in writing (with a copy to the Company) that such shares of Company Common Stock shall be Stockholder Rollover Shares pursuant to the Merger Agreement and “Rollover Shares” pursuant to the Voting and Rollover Agreement, it being understood that any such reduction pursuant to this paragraph shall only occur to the extent that such Stockholder Rollover Shares are treated as Stockholder Rollover Shares under the Merger Agreement at the Effective Time. For clarity, there shall be no such reduction to the Equity Financing Commitment or the other equity financing commitments under the Other Equity Commitment Letters in respect of the shares of Company Common Stock constituting the Rollover Minimum under the Voting and Rollover Agreement.
3. Termination. This letter agreement and each Equity Investor’s obligation to fund its Pro Rata Share of the Equity Financing Commitment will terminate automatically and immediately upon the earliest to occur of: (a) the valid termination of the Merger Agreement in accordance with its terms; (b) the commencement by the Company or any of its controlled Affiliates or any of their respective representatives acting on their behalf at their direction or with their express written consent, of any lawsuit against the Equity Investors, the Parent Entities or any Parent Related Party (as defined below) in respect of this letter agreement, the limited guarantee of the Equity Investors and Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted limited company (the “Rollover Shareholder”), dated as of the date hereof (the
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“Guarantee”), the Voting and Rollover Agreement or the Merger Agreement (including in respect of any oral representations made or alleged to be made in connection therewith) that asserts (i) the Equity Investors’ liability under or in respect of this letter agreement is not limited to the Equity Financing Commitment or that any Equity Investor’s liability under this letter agreement is not limited to its Pro Rata Share of the Equity Financing Commitment or (ii) any theory of liability against the Equity Investors, the Parent Entities or any Parent Related Party (as defined below), in each case other than any claims or other Proceedings (A) against the Equity Investors, the Rollover Shareholder or any other Guarantors (as defined in the Merger Agreement) (or their respective permitted assignees and successors) in accordance with, and solely to the extent permitted under, the terms of the Guarantee or any Other Guarantees, as applicable, (B) against the Parent Entities (or their respective permitted assignees and successors) for remedies (whether for equitable relief or otherwise) available to the Company under the Merger Agreement, in each case in accordance with, and solely to the extent permitted under, the Merger Agreement, (C) against the Equity Investors or Other Equity Investors (or their permitted assignees and successors) for specific performance of, or other equitable relief that enforces, the Equity Investors’ obligations to fund the Equity Financing Commitment or such Other Equity Investors’ obligations to fund their respective commitments under the Other Equity Commitment Letters, or other equitable relief to enforce the Company’s other express-third party beneficiary rights under this letter agreement or the Other Equity Commitment Letters, in each case in accordance with, and solely to the extent permitted under, the terms hereof or thereof and the terms of the Merger Agreement, (D) against the parties (or their permitted assignees and successors) to the Voting and Rollover Agreement in accordance with, and solely to the extent permitted under, the terms of the Voting and Rollover Agreement and/or (E) against the parties (or their permitted assignees and successors) to the Confidentiality Agreements in accordance with, and solely to the extent permitted under, the terms thereunder (the Proceedings contemplated by the foregoing clauses (A), (B), (C), (D) and (E), the “Non-Prohibited Claims”); (c) any final, non-appealable judgement of a Chosen Court against the Equity Investors and the Rollover Shareholder that includes an award of the Parent Termination Fee; (d) the valid termination of the Other Equity Commitment Letters in accordance with their terms due to a lawsuit against the Equity Investors, the Parent Entities or any Parent Related Party for a claim (other than a Non-Prohibited Claim) being asserted; and (e) the consummation of the Closing and payment in full at the Closing of the Equity Financing Commitment. Upon the valid termination of this letter agreement pursuant to the terms hereof, the Equity Investors shall not have any further obligations or liabilities hereunder. This Section 3 (Termination), Section 4 (Assignment; Amendments and Waivers; Entire Agreement), Section 5 (Parties in Interest; Limited Recourse; Enforcement), Section 6 (Confidentiality), Section 7 (Governing Law; Jurisdiction; Waiver of Jury Trial), Section 8 (Headings; Severability; Construction) and Section 9 (Counterparts) of this letter agreement shall survive and remain in full force and effect, notwithstanding any termination of this letter agreement. For the avoidance of doubt, upon the valid termination of this letter agreement pursuant to the terms hereof, all obligations of the Equity Investors to fund the Equity Financing Commitment shall terminate and no surviving provision shall be deemed to require the Equity Investors to fund any portion of the Equity Financing Commitment.
4. Assignment; Amendments and Waivers; Entire Agreement.
(a) The rights and obligations under this letter agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other parties and the Company (and the Company shall be an express and intended third-party beneficiary of this Section 4(a)). Notwithstanding the foregoing, (i) Parent may assign, delegate or otherwise transfer all or a portion of their rights or obligations under this letter agreement to any assignee of Parent’s obligations under the Merger Agreement pursuant to an assignment in accordance with Section 10.3 of the Merger Agreement, and (ii) each Equity Investor may assign, delegate or otherwise transfer all or a portion of its obligation to fund the Equity Financing Commitment to one or more of its Affiliated investment vehicles or any Person that is, directly or indirectly, wholly owned or otherwise controlled by or Affiliated with such Equity Investor or such Affiliated investment vehicles; provided that,
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(x) in each case of the foregoing clauses (i) and (ii), no such assignment, delegation or transfer shall relieve the Equity Investors of their obligations hereunder, and (y) in each case of the foregoing clauses (i) and (ii), no such assignment, delegation and/or transfer will be permitted if it would reasonably be expected to have the effect of preventing, impairing or delaying the Transactions or the funding of the Equity Financing Commitment at the time set forth in Section 1. Upon any such assignment, delegation or transfer by an Equity Investor of its obligations hereunder pursuant to the second sentence of this Section 4(a), such assignee, delegate or transferee shall be deemed to have given the representations and warranties set forth in Section 10 as of the time of such assignment, delegation or transfer. Any assignment, delegation or transfer in breach of Section 10 (in respect of the representations and warranties deemed to be made as of the time of such assignment, delegation or transfer) or in violation of this Section 4(a) shall be null and void and of no force and effect.
(b) This letter agreement may not be amended, and no provision hereof waived or modified, except by an instrument duly executed by each of the parties hereto and the Company (and the Company shall be an express and intended third-party beneficiary of this Section 4(b)). This letter agreement may not be terminated other than in accordance with Section 3 hereof. The failure of any party or third-party beneficiary to assert any of its rights under this letter agreement or otherwise shall not constitute a waiver of those rights.
(c) This letter agreement, the Other Equity Commitment Letters, the Guarantees, the Voting and Rollover Agreement, the Confidentiality Agreements and the Merger Agreement and the documents referenced therein contain the entire understanding among the parties hereto and the Company with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions between the Equity Investor or any of its Affiliates, on the one hand, and the Parent Entities or any of their Affiliates, on the other hand, with respect to the subject matter hereof and thereof. All Exhibits and Schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein.
5. Parties in Interest; Limited Recourse; Enforcement.
(a) Except to the extent expressly set forth in Section 4(a), Section 4(b) and Section 5(c), this letter agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this letter agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement; provided, however that the Parent Related Parties and the Company are express and intended third party beneficiaries of Section 5(c) hereto.
(b) Notwithstanding anything that may be expressed or implied in this letter agreement, the Guarantee, the Merger Agreement or any document or instrument delivered in connection herewith or therewith, the Parent Entities, by their acceptance of the benefits of the Equity Financing Commitment provided herein, covenant, agree and acknowledge that no Person other than the Equity Investors (and their successors and permitted assigns) shall have any obligations hereunder and that, notwithstanding that each Equity Investor or any of its permitted assigns may be a partnership or limited liability company, no Person, including the Parent Entities, has any rights of recovery pursuant to this letter agreement against, and no recourse hereunder or in respect of any oral representations made or alleged to have been made in connection herewith shall be had against, any of the Parent Entities’, the Equity Investors’ or the Rollover Shareholder’s or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holders of any equity, stockholders, controlling persons, attorneys, members, managers, general or limited partners, assignees (other than a permitted assignee hereunder),
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agents or representatives of any of the foregoing (other than, in each applicable case, the Parent Entities, the Equity Investors, the Other Equity Investors, the Rollover Shareholder, the Guarantors (as defined in the Merger Agreement), Midco (as defined in the Voting and Rollover Agreement), Topco (as defined in the Voting and Rollover Agreement) and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investors against any Parent Related Party (or vice versa), by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of any Equity Investor or any of its successors or permitted assigns under this letter agreement or the Merger Agreement or under any documents or instruments delivered in connection herewith or therewith in respect of any transaction contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation; provided, however, that notwithstanding anything to the contrary provided herein or any document or instrument delivered in connection herewith, nothing herein (including this Section 5) shall limit the Non-Prohibited Claims or the third-party beneficiary rights made expressly available to the Company hereunder.
(c) This letter agreement may only be enforced by the Parent Entities, and none of the Parent Entities’ creditors nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause the Parent Entities to enforce this letter agreement; provided, however, that the Company is hereby made an express and intended third party beneficiary of the rights granted to the Parent Entities under this letter agreement only for the purpose of (i) specifically enforcing the obligations of the Equity Investors (or their respective successors or permitted assigns) to, or the obligations of the Parent Entities to cause the Equity Investors (or their respective successors or permitted assigns) to, comply with the terms of this letter agreement, including to satisfy each Equity Investor’s obligation to fund its Pro Rata Share of the Equity Financing Commitment hereunder (subject to the limitations set forth in this letter agreement, including Section 1 of this letter agreement), in each case subject to the conditions set forth in Section 10.4(d) of the Merger Agreement (solely to the extent that the Parent Entities are permitted to enforce the Equity Financing Commitment pursuant to Section 1 of this letter agreement), and, subject to clause (ii) of this proviso, for no other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) and (ii) Sections 4(a) and 4(b) provided further, however, that the Parent Entities and the Company may not bring a claim or Proceeding against the Equity Investors hereunder or enforce or seek to enforce the provisions hereof unless the Parent Entities or the Company are seeking the same relief from the Other Equity Investors to the extent that the Other Equity Investors have not satisfied their respective obligations under the Other Equity Commitment Letters. Each Equity Investor acknowledges and agrees that (I) the Parent Entities are delivering a copy of this letter agreement to the Company and that the Company is relying on the express third-party beneficiary rights, representations, warranties, obligations and commitments of such Equity Investor hereunder in connection with the Company’s decision to enter into the Merger Agreement and consummate the Transactions, and (II) the enforcement rights under this Section 5(c) (subject to the requirements and limitations herein and in the Merger Agreement) are an integral part of the Transactions and without those rights, the Company would not have entered into the Merger Agreement.
(d) Concurrently with the execution and delivery of this letter agreement, the Equity Investors and the Rollover Shareholder are executing and delivering to the Company the Guarantee relating to the Obligations (as defined under the Guarantee).
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6. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Merger Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Equity Investors; provided that no such written consent shall be required for disclosures by Parent to the Company (or their respective representatives) so long as the Company agrees to (and to cause their respective representatives to) keep such information confidential on terms substantially identical to the terms contained in this Section 6; provided, further, that any party hereto may disclose the existence of this letter agreement to the extent required by any Applicable Law, the applicable rules of any national securities exchange, in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement (including the Proxy Statement or Schedule 13e-3 to be filed by the Company), or in connection with the enforcement of any such party’s rights hereunder or under the Other Equity Commitment Letters, the Guarantees, the Voting and Rollover Agreement, the Confidentiality Agreements or the Merger Agreement.
7. Governing Law; Jurisdiction; Waiver of Jury Trial. This letter agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the U.S. District Court for the District of Delaware, or, in each case, any applicable appellate court therefrom (the “Chosen Courts”). In addition, each of the parties hereto (i) expressly submits to the personal jurisdiction and venue of the Chosen Courts, in the event any dispute between the parties hereto (whether in contract, tort or otherwise) arises out of this letter agreement, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim, and (iii) agrees that it shall not bring any claim, action or proceeding against any other parties hereto relating to this letter agreement in any court other than the Chosen Courts. Each of the parties hereto hereby agrees that service of process will be validly effected by sending notice in the manner set forth in Section 10.7 of the Merger Agreement (if to the Equity Investors, to the applicable addresses set forth on Schedule A, and if to Parent, to the applicable addresses set forth in Section 10.7 of the Merger Agreement). EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.
8. Headings; Severability; Construction. The section and paragraph headings in this letter agreement are for reference purposes only and shall not affect the meaning or interpretation of this letter agreement. In the event that any part of this letter agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this letter agreement shall remain in full force and effect. The parties have participated jointly in the negotiation and drafting of this letter agreement. If any ambiguity or question of intent arises, this letter agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of
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any provision of this letter agreement. Reference to any Person shall include such Person’s successors and permitted assigns.
9. Counterparts. This letter agreement may be executed in counterparts, (including by facsimile or other electronic transmission) each of which shall be deemed an original, but all of which shall constitute the same instrument.
10. Representations and Warranties. Each Equity Investor hereby represents and warrants to Parent that: (a) it is duly organized or incorporated, validly existing and in good standing (to the extent such concept exists) under the Applicable Laws of its jurisdiction of organization or incorporation and has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary organizational action by it and no other proceedings or actions on the part of it are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) its Pro Rata Share of the Equity Financing Commitment is less than or equal to the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (e) as of the date hereof, it has, and until the valid termination of this letter agreement in accordance with Section 3 hereof, it will have, uncalled capital commitments (and an enforcement right to cause such capital to be contributed) or other available funds on hand in an amount at least equal to its Pro Rata Share of the Equity Financing Commitment plus the aggregate amount of all other commitments and obligations it has outstanding; (f) all consents, approvals, authorizations, permits of, filings with and notification to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance by it of this letter agreement; and (g) the execution, delivery and performance by such Equity Investor of this letter agreement do not and will not (i) violate its organizational documents, (ii) violate any Applicable Law or judgment applicable to it or (iii) result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair its ability to enter into or perform its obligations under this letter agreement.
[Signature Pages Follow]
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| Very Truly Yours, | |||
| JUPITER CORE HOLDINGS, L.P. | |||
| By: | JUPITER PRINCIPAL HOLDINGS GP, L.P., its general partner | ||
| By: | JUPITER VOTING COMPANY, LLC, its general partner | ||
| By: | /s/ Peter W. May | ||
| Name: | Peter W. May | ||
| Title: | Manager | ||
| JUPITER AM INVESTORS, L.P. | |||
| By: | JUPITER AM INVESTORS GP, L.P., its general partner | ||
| By: | JUPITER VOTING COMPANY, LLC, its general partner | ||
| By: | /s/ Peter W. May | ||
| Name: | Peter W. May | ||
| Title: | Manager | ||
| TRIAN PARTNERS AM FUND, L.P. | |||
| By: | TRIAN PARTNERS AM FUND GP, L.P. | ||
| By: | TRIAN PARTNERS AM FUND GENERAL PARTNER, LLC | ||
| By: | /s/ Peter W. May | ||
| Name: | Peter W. May | ||
| Title: | Member | ||
| TRIAN PARTNERS AM PARALLEL FUND, L.P. | |||
| By: | Trian Partners AM Parallel Fund GP, L.P. | ||
| By: | Trian Partners AM Parallel Fund General Partner, LLC | ||
| By: | /s/ Peter W. May | ||
| Name: | Peter W. May | ||
| Title: | Member | ||
| [Signature Page to Equity Commitment Letter] | |||
| Acknowledged and Agreed: | ||
| JUPITER COMPANY LIMITED | ||
| By: | /s/ Peter W. May | |
| Name: | Peter W. May | |
| Title: | Authorized Signatory | |
[Signature Page to Equity Commitment Letter]
Schedule A
Pro Rata Share
| Equity Investor | Pro Rata Share | |
Jupiter Core Holdings, L.P.
Notices: c/o Trian Fund Management, L.P. |
[***]1% | |
| E-Mail: | bschorr@trianpartners.com dmarx@trianpartners.com |
|
| Attention: | Brian L. Schorr Daniel R. Marx |
|
with a copy (which shall not constitute notice) to: Debevoise & Plimpton LLP |
||
| E-Mail: | wdregner@debevoise.com efhuang@debevoise.com |
|
| Attention: | William D. Regner Emily F. Huang |
|
Jupiter AM Investors, L.P.
Notices: c/o Trian Fund Management, L.P. |
[***]2% | |
| E-Mail: | bschorr@trianpartners.com dmarx@trianpartners.com |
|
| Attention: | Brian L. Schorr Daniel R. Marx |
|
| with a copy (which shall not constitute notice) to: | ||
1 Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
2 Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
3 Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
4 Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.